{"id":43193,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-reorganization-marketwatch-com-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-reorganization-marketwatch-com-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-reorganization-marketwatch-com-inc-and.html","title":{"rendered":"Agreement and Plan of Reorganization &#8211; MarketWatch.com Inc. and BigCharts Inc."},"content":{"rendered":"<pre>                      AGREEMENT AND PLAN OF REORGANIZATION\n\n\n        THIS AGREEMENT AND PLAN OF REORGANIZATION (this \"AGREEMENT\") is made and\nentered into as of April 28, 1999 (the \"AGREEMENT DATE\") by and among\nMarketWatch.com, Inc., a Delaware corporation (\"MARKETWATCH\"); Big Dog\nAcquisition Corp., a Minnesota corporation that is a wholly-owned subsidiary of\nMarketWatch (\"SUB\"); BigCharts Inc., a Minnesota corporation (\"CHARTS\"); Philip\nD. Hotchkiss; Verticality BigCharts Investment, LLC, a Delaware Limited\nLiability Company (\"VERTICALITY\"); Wyncrest Capital, Inc.; David C. Malmberg;\nJamie Thingelstad; Scott Kinney; Ronny Apfel; Sholem Greenbaum and Hadar\nPedhazur.\n\n                                    RECITALS\n\n        A.      The parties intend that, subject to the terms and conditions of\nthis Agreement, Sub will be merged with and into Charts in a reverse triangular\nmerger, with Charts to be the surviving corporation of such merger, all pursuant\nto the terms and conditions of this Agreement and applicable law. The parties\nalso intend for such merger to be treated as a \"reorganization\" under Section\n368(a) of the Internal Revenue Code of 1986, as amended (the \"CODE\"), and to be\ntreated as a \"purchase\" transaction for accounting purposes.\n\n        B.      Upon the effectiveness of such merger, (i) the common stock of\nCharts that is outstanding immediately prior to the effectiveness of the merger\nwill be converted into shares of the common stock of MarketWatch, (ii) the\nemployee stock options to purchase shares of Charts' common stock granted under\nthe Charts Option Plan (as defined in Article 1 below) that are outstanding\nimmediately prior to the effectiveness of the Merger will be assumed by\nMarketWatch and converted into options to purchase shares of the common stock of\nMarketWatch and (iii) Sub will be merged with and into Charts, all as provided\nin this Agreement.\n\n        NOW, THEREFORE, in consideration of the above-recited facts and the\nmutual promises, covenants and conditions contained herein, the parties hereby\nagree as follows:\n\n                                    ARTICLE 1\n                               CERTAIN DEFINITIONS\n\n        As used in this Agreement, the following terms will have the meanings\nset forth below:\n\n        1.1     \"CAPITAL CHANGES\" shall have the meaning set forth in Section\n2.3.\n\n        1.2     \"CHARTS ANCILLARY AGREEMENTS\" means, collectively, the Escrow\nAgreement, the Registration Rights Agreement, each Noncompetition Agreement,\neach Employment Agreement, each Voting Agreement, the Articles of Merger, each\ncertificate to be delivered by Charts or an officer or officers of Charts at the\nClosing pursuant to Article 9 of this Agreement, and each other agreement (other\nthan this Agreement) which Charts is to enter into as a party thereto pursuant\nto this Agreement.\n\n        1.3     \"CHARTS ARTICLES\" means the Articles of Incorporation of Charts\nin effect immediately prior to the Effective Time.\n\n\n   2\n        1.4     \"CHARTS COMMON STOCK\" means Charts' Common Stock, par value\n$0.01 per share.\n\n        1.5     \"CHARTS DISSENTING SHARES\" means any shares of any capital stock\nof Charts that (i) are outstanding immediately prior to the Effective Time and\n(ii) with respect to which \"dissenters' rights\" within the meaning of Section\n302A.471 of the MBCA have been duly and properly exercised and perfected in\nconnection with the Merger in compliance with Section 302A.473 of the MBCA.\n\n        1.6     \"CHARTS OPTIONS\" means options to purchase shares of Charts\nCommon Stock granted by Charts to Charts employees under Charts' 1995 Stock Plan\n(the \"CHARTS OPTION PLAN\").\n\n        1.7     \"CHARTS OPTIONS OUTSTANDING\" means the total number of shares of\nCharts Common Stock that are subject to or potentially issuable (without regard\nto vesting) under all Charts Options that are issued and outstanding immediately\nprior to the Effective Time.\n\n        1.8     \"CHARTS OTHER SECURITIES\" means, collectively: (a) any warrant,\noption, right or other security (in each case other than any Charts Option or\nCharts Warrant) that entitles the holder thereof to purchase or otherwise\nacquire from Charts any shares of the capital stock of Charts (collectively,\n\"CHARTS STOCK RIGHTS\"); (b) any note, evidence of indebtedness, stock or other\nsecurity issued by Charts that is convertible into or exchangeable for any\nshares of the capital stock of Charts or any Charts Stock Rights (\"CHARTS\nCONVERTIBLE SECURITY\"); and (c) any warrant, option, right, note, evidence of\nindebtedness, stock or other security that entitles the holder thereof to\npurchase or otherwise acquire from Charts any Charts Stock Rights or any Charts\nConvertible Security. The term \"Charts Other Securities\" does not include any\nCharts Options, Charts Warrants, or any securities issued or granted by any\nperson or entity other than Charts.\n\n        1.9     \"CHARTS SHAREHOLDERS\" means, collectively, those persons (each\nbeing individually referred to herein as a \"CHARTS SHAREHOLDER\") who,\nimmediately prior to the Effective Time, hold the shares of Charts Common Stock\nthat are outstanding immediately prior to the Effective Time; provided, however,\nthat for purposes of Sections 2.4 and 7.2.1 and Article 11 of this Agreement,\nthe term \"Charts Shareholders\" means only those Charts Shareholders (as defined\nabove in this Section) who are issued shares of MarketWatch Common Stock in the\nMerger pursuant to Section 2.1.2 of this Agreement and excludes holders of\nCharts Dissenting Shares who are not issued shares of MarketWatch Common Stock\nin the Merger pursuant to Section 2.1.2 of this Agreement.\n\n        1.10    \"CHARTS SHAREHOLDERS' VOTE\" means the meeting of Charts\nshareholders to be called and held by Charts in order to seek the Charts\nshareholders' approval of the Merger, this Agreement and the transactions\ncontemplated by this Agreement.\n\n        1.11    \"CHARTS WEBSITE\" means all websites or other sites accessed via\nthe Internet or any other electronic network (including without limitation any\ncable-based network or private network), that are, in whole or in part, owned or\noperated by Charts, either as of the Agreement Date, the Closing Date or anytime\nin the past, including without limitation that certain website currently\naccessible at the URL address \"http:\/\/www.bigcharts.com\" (the \"HOME CHARTS\nWEBSITE\"); provided, however, that with respect to any such website or site that\nis not owned by Charts but on which Charts content is displayed, the term\n\"Charts Website\" shall mean and refer\n\n\n                                      -2-\n   3\nonly to that portion of such website or site that contains the content directly\nor indirectly provided by Charts.\n\n        1.12    The \"CODE\" means the Internal Revenue Code of 1986, as amended.\n\n        1.13    The \"COMMON STOCK AMOUNT PER SHARE\" is the amount of (a) six\nmillion dollars ($6,000,000) less (i) any amount paid in respect of Charts\nDissenting Shares and less (ii) any amount payable to any financial advisor set\nforth in Schedule 3.18 in the Charts Disclosure Letter (defined below), divided\nby (b) the Common Stock Equivalents Outstanding.\n\n        1.14    The \"COMMON STOCK CONVERSION NUMBER\" is the number obtained by\ndividing (a) the MarketWatch Merger Shares by (b) the Common Stock Equivalents\nOutstanding.\n\n        1.15    \"COMMON STOCK EQUIVALENTS OUTSTANDING\" means that number of\nshares of Charts Common Stock that is equal to the sum of (a) the total number\nof shares of Charts Common Stock that are issued and outstanding immediately\nprior to the Effective Time less any Charts Dissenting Shares; plus (b) the\nCharts Options Outstanding (as defined above); plus (c) the total number of\nshares of Charts Common Stock ultimately issuable upon the conversion or\nexchange of all Charts Warrants and Charts Other Securities that are issued and\noutstanding immediately prior to the Effective Time.\n\n        1.16    \"DGCL\" means the Delaware General Corporation Law.\n\n        1.17    \"EFFECTIVE TIME\" means the date and time on which the Merger\nfirst becomes legally effective under the laws of the State of Minnesota as a\nresult of the filing with the Minnesota Secretary of State of Articles of Merger\nbetween Sub and Charts in substantially the form of Exhibit A (the \"ARTICLES OF\nMERGER\") and any required officers' certificates.\n\n        1.18    \"EMPLOYMENT AGREEMENT\" shall mean each of those certain\nEmployment Agreements dated of even date herewith by and among MarketWatch,\nCharts and each of Philip D. Hotchkiss, Scott Kinney and Jamie J. Thingelstad\nattached hereto as Exhibits B 1-3.\n\n        1.19    \"ESCROW AGREEMENT\" shall have the meaning set forth in Section\n2.4.\n\n        1.20    \"INITIAL UNLOCKED SHARES\" means the shares of MarketWatch Common\nStock received in the Merger by a Principal Shareholder (or subject to\nMarketWatch Options received in the Merger by a Principal Shareholder), which\nare deemed to be Unlocked Shares immediately at the Effective Time pursuant to\nSection 2.6, as adjusted for any Capital Changes or any dividends or other\npayments made with respect to such Initial Unlocked Shares.\n\n        1.21    \"HSR ACT\" means the Hart-Scott-Rodino Antitrust Improvements\nAct, as amended.\n\n        1.22    \"KNOWLEDGE,\" when used with reference to a party, means the\ncollective knowledge, of those officers, directors and employees of such party.\n\n        1.23    \"MARKETWATCH ANCILLARY AGREEMENTS\" means, collectively, the\nRegistration Rights Agreement, the Escrow Agreement, each Employment Agreement,\neach Noncompetition\n\n\n                                      -3-\n   4\nAgreement, each certificate to be delivered by MarketWatch or an officer or\nofficers of MarketWatch at the Closing pursuant to Article 8 of this Agreement\nand each agreement (other than this Agreement) which MarketWatch is to enter\ninto as a party thereto pursuant to this Agreement.\n\n        1.24    \"MARKETWATCH COMMON STOCK\" means MarketWatch's Common Stock,\n$0.01 par value per share.\n\n        1.25    \"MARKETWATCH CLOSING PRICE PER SHARE\" means the average of the\nclosing sale prices of MarketWatch Common Stock as quoted on the Nasdaq National\nMarket on each of the five trading days ending on the Closing Date, as reported\nin the Wall Street Journal.\n\n        1.26    \"MARKETWATCH SUBSEQUENT PRICE PER SHARE\" means the average of\nthe closing sale prices of MarketWatch Common Stock as quoted on the Nasdaq\nNational Market on each of the five trading days ending on the date of a payment\nfor Damages pursuant to Section 11, as reported in the Wall Street Journal.\n\n        1.27    \"MARKETWATCH MERGER SHARES\" means 2,175,000 shares of\nMarketWatch Common Stock.\n\n        1.28    \"MATERIAL ADVERSE CHANGE\" when used with reference to any entity\nor group of entities, means a material adverse change to such entity or group of\nentities which would have a Material Adverse Effect other than: (a) a change\narising or resulting, directly or indirectly, from general industry, economic or\nstock market conditions; or (b) a change that is proximately caused by the\npublic announcement of, and the response or reaction of customers, vendors,\nlicensors, investors or employees of such entity or group of entities to, this\nAgreement, the Merger or any of the transactions contemplated by this Agreement;\nor (c) a change arising from an act or omission of another party to this\nAgreement (or an affiliate of such party) and not from an act or omission of\nsuch entity or group of entities; provided, however, that with respect to\nMarketWatch, a reduction in the market price of MarketWatch Common Stock shall\nnot, in and of itself, constitute a Material Adverse Change with respect to\nMarketWatch.\n\n        1.29    \"MATERIAL ADVERSE EFFECT\" when used with reference to any entity\nor group of related entities, means any event, change or effect that is\nmaterially adverse to the condition (financial or otherwise), properties,\nassets, liabilities, business, operations or results of operations of such\nentity and its subsidiaries, taken as a whole.\n\n        1.30    \"MBCA\" means the Minnesota Business Corporation Act.\n\n        1.31    \"MERGER\" means the statutory merger of Sub with and into Charts\nto be effected pursuant to this Agreement.\n\n        1.32    \"NONCOMPETITION AGREEMENT\" shall mean each of those certain\nNoncompetition Agreements dated of even date herewith by and among MarketWatch,\nCharts and each of Philip D. Hotchkiss, Scott Kinney and Jamie J. Thingelstad\nattached hereto as Exhibits C 1-3.\n\n\n                                      -4-\n   5\n        1.33    \"PRINCIPAL SHAREHOLDERS\" means, collectively, Philip D.\nHotchkiss, Wyncrest Capital, Inc., David C. Malmberg, Jamie Thingelstad, Scott\nKinney, Ronny Apfel, Sholem Greenbaum and Hadar Pedhazur.\n\n        1.34    \"SUB ANCILLARY AGREEMENTS\" means, collectively, the Articles of\nMerger, each certificate to be delivered by Sub or an officer or officers of Sub\nat the Closing pursuant to Article 8 of this Agreement and each agreement (other\nthan this Agreement) which Sub is to enter into as a party thereto pursuant to\nthis Agreement.\n\n        Other capitalized terms defined elsewhere in this Agreement and not\ndefined in this Article 1 will have the meanings assigned to such terms in this\nAgreement.\n\n                                    ARTICLE 2\n                             PLAN OF REORGANIZATION\n\n        2.1     The Merger. Subject to the terms and conditions of this\nAgreement, Sub will be merged with and into Charts pursuant to this Agreement in\naccordance with applicable provisions of the laws of the State of Minnesota as\nfollows:\n\n                2.1.1   Conversion of Sub Stock. At the Effective Time, each\nshare of the Common Stock of Sub that is issued and outstanding immediately\nprior to the Effective Time will, by virtue of the Merger and without the need\nfor any further action on the part of the holder thereof, be converted into and\nbecome one (1) share of Charts Common Stock that is issued and outstanding\nimmediately after the Effective Time, and the shares of Charts Common Stock into\nwhich the shares of Sub Common Stock are so converted in the Merger will be the\nonly shares of capital stock of Charts that are issued and outstanding\nimmediately after the Effective Time.\n\n                2.1.2   Conversion of Charts Stock. At the Effective Time\n(subject to the provisions of Section 2.1.4 regarding the payment of cash in\nlieu of fractional shares of MarketWatch Common Stock and regarding the rounding\nof fractional cents) each share of Charts Common Stock that is issued and\noutstanding immediately prior to the Effective Time (other than any Charts\nDissenting Shares as provided in Section 2.1.3) will, by virtue of the Merger,\nand without the need for any further action on the part of the holder thereof,\nbe converted into (i) a number of shares of MarketWatch Common Stock that is\nequal to the Common Stock Conversion Number and (ii) the right to receive an\namount equal to the Common Stock Amount Per Share;\n\n                2.1.3   Charts Dissenting Shares. Subject to the provisions of\nSections 9.8 and 9.9, Holders of Charts Dissenting Shares (if any) will be\nentitled to their appraisal rights under 302A.471 of the MBCA with respect to\nsuch Charts Dissenting Shares, and such Charts Dissenting Shares will not be\nconverted into shares of MarketWatch Common Stock in the Merger; provided,\nhowever, that shares of the capital stock of Charts that are outstanding\nimmediately prior to the Effective Time of the Merger and with respect to which\ndissenting shareholders' rights of appraisal under the MBCA have not been\nproperly perfected will, when such dissenting shareholders' rights can no longer\nbe legally exercised under the MBCA, be converted into MarketWatch Common Stock\nand cash as provided in Section 2.1.2.\n\n\n                                      -5-\n   6\n                2.1.4   Fractional Shares. No fractional shares of MarketWatch\nCommon Stock will be issued in connection with the Merger. In lieu thereof, each\nholder of Charts Common Stock who would otherwise be entitled to receive a\nfraction of a share of MarketWatch Common Stock pursuant to Section 2.1.2,\ncomputed after aggregating all shares of MarketWatch Common Stock to be received\nby such holder pursuant to Section 2.1.2, will instead receive from MarketWatch,\nwithin ten (10) business days after the Effective Time, an amount of cash\n(rounded to the nearest whole cent) equal to the product obtained by multiplying\n(i) the MarketWatch Closing Price Per Share (as adjusted to reflect any Capital\nChange (as defined in Section 2.3 below) of MarketWatch) by (ii) the fraction of\na share of MarketWatch Common Stock that such holder would otherwise be entitled\nto receive.\n\n        The total number of shares of MarketWatch Common Stock to be issued in\nthe Merger shall not exceed 2,175,000 shares (adjusted for Capital Changes) and\nthe aggregate Common Stock Amount Per Share payable to Charts stockholders shall\nnot exceed six million dollars ($6,000,000).\n\n        2.2     Assumption of Charts Options and Charts Warrants; Charts Other\nSecurities.\n\n                2.2.1   Charts Options. Each Charts Option that is outstanding\nimmediately prior to the Effective Time will, by virtue of the Merger and at the\nEffective Time and without the need for any further action on the part of any\nholder thereof, be assumed by MarketWatch and converted into an option (a\n\"MARKETWATCH OPTION\") to purchase that number of shares of MarketWatch Common\nStock determined by multiplying the number of shares of Charts Common Stock that\nare subject to such Charts Option immediately prior to the Effective Time by the\nCommon Stock Conversion Number, at an exercise price per share of MarketWatch\nCommon Stock equal to the exercise price per share of Charts Common Stock that\nwas in effect for such Charts Option immediately prior to the Effective Time\ndivided by the Common Stock Conversion Number, with the resulting exercise price\nbeing rounded up to the nearest whole cent; provided, however, that if the\nforegoing calculation would result in an assumed and converted Charts Option\nbeing converted into an MarketWatch Option that, after aggregating all the\nshares of MarketWatch Common Stock issuable upon the exercise of such\nMarketWatch Option, would be exercisable for a fraction of a share of\nMarketWatch Common Stock, then the number of shares of MarketWatch Common Stock\nsubject to such MarketWatch Option will be rounded to the nearest whole number\nof shares of MarketWatch Common Stock. The terms, exercisability, vesting\nschedule, status as an \"incentive stock option\" under Section 422 of the Code\n(if applicable) or as a nonqualified stock option, and all other terms and\nconditions of each Charts Option (including without limitation the provisions of\nthe Charts Option Plan that contains part of the terms and conditions of such\nCharts Option) that is converted into an MarketWatch Option in the Merger will\n(except as otherwise expressly provided in the terms of such Charts Options), to\nthe extent permitted by law and otherwise reasonably practicable, be unchanged\nand continue in effect after the Effective Time of the Merger. To the extent\nthat the terms of a Charts Option provide that the pre-Merger employment service\nof the holder of such Charts Option with Charts is credited to such holder for\npurposes of applying any vesting schedule contained in such Charts Option, such\nholder's pre-Merger employment service with Charts will also be credited to such\nholder for purposes of applying any vesting schedule contained in the\nMarketWatch Option issued to such holder upon the conversion of such Charts\nOption in the Merger in order to determine the number of shares of MarketWatch\nCommon Stock that are exercisable under such MarketWatch Option at any point in\n\n\n                                      -6-\n   7\ntime. This Section 2.2.1 is intended to meet the requirements of Section 424(a)\nof the Code and shall be interpreted consistent with such intent.\n\n        A Charts Option which is converted into a MarketWatch Option pursuant to\nthe provisions of this Section 2.2.1 shall become immediately exercisable,\nsubject to the provisions of Section 2.6.3, in the event that the employment of\nsuch holder by MarketWatch or Charts is terminated for other than \"Cause\" or if\nsuch holder terminates his or her employment for \"Good Reason\" or upon a \"Change\nof Control.\" For purposes of this Agreement: CAUSE means:\n\n                (a)     Willful and repeated failure by such employee to carry\n                        out the lawful instructions of the Board of Directors\n                        after being notified of such failure, other than a\n                        failure resulting from his complete or partial\n                        incapacity due to physical or mental illness or\n                        impairment;\n\n                (b)     Indictment or a violation of a federal or state law or\n                        regulation which indictment or violation is for a crime\n                        which is a felony under federal or state law, or any\n                        violation of state or federal securities laws involving\n                        securities of MarketWatch which would result in a civil\n                        penalty being imposed by the U.S. Securities and\n                        Exchange Commission or similar state securities law\n                        authority; or\n\n                (c)     An act of personal dishonesty that would result in\n                        employee's personal enrichment at the expense of\n                        MarketWatch or Charts;\n\n        GOOD REASON means (i) any reduction in such employee's base salary from\nthe base salary then in effect as of March 31, 1999 or (ii) a relocation of such\nemployee's principal place of employment more than 50 miles from Minneapolis,\nMinnesota without such holder's consent; and\n\n        CHANGE OF CONTROL means:\n\n                (x)     the sale, lease, conveyance, liquidation or other\n                        disposition of all or substantially all of Charts' or\n                        MarketWatch's assets as an entirety or substantially as\n                        an entirety to any person, entity or group of persons\n                        acting in concert other than (i) to any affiliates of\n                        Charts or MarketWatch, including, without limitation,\n                        Data Broadcasting Corporation (\"DBC\"), CBS, Inc. (\"CBS\")\n                        or any of their affiliates, (ii) in the ordinary course\n                        of business; or\n\n                (y)     any transaction or series of related transactions (as a\n                        result of a tender offer, merger, consolidation or\n                        otherwise) that results in any Person (as defined in\n                        Section 13(h)(8)(E) under the Securities Exchange Act of\n                        1934) other than MarketWatch or Sub becoming the\n                        beneficial owner (as defined in Rule 13d-3 under the\n                        Securities Exchange Act of 1934), directly or\n                        indirectly, of more than 50% of the aggregate voting\n                        power of all classes of common equity securities of\n                        Charts or MarketWatch, except if such Person is (A) a\n                        subsidiary of Charts or MarketWatch, (B) an employee\n                        stock ownership plan for employees of Charts or\n                        MarketWatch, (C) a company formed to\n\n\n                                      -7-\n   8\n                        hold Charts' or MarketWatch's common equity securities\n                        and whose shareholders constituted, at the time such\n                        company became such holding company, substantially all\n                        the equity owners or shareholders of Charts or\n                        MarketWatch, or (D) DBC, CBS and\/or any of their\n                        affiliates.\n\n                2.2.2   Charts Warrants. Each warrant to purchase shares of\nCharts capital stock (a \"CHARTS WARRANT\") that is outstanding immediately prior\nto the Effective Time will, by virtue of the Merger and at the Effective Time\nand without the need for any further action on the part of any holder thereof,\nbe assumed by MarketWatch and converted into a warrant (a \"MARKETWATCH WARRANT\")\nto purchase that number of shares of MarketWatch Common Stock determined by\nmultiplying the number of shares of Charts Common Stock that are subject to such\nCharts Warrant immediately prior to the Effective Time by the Common Stock\nConversion Number, at an exercise price per share of MarketWatch Common Stock\nequal to the exercise price per share of Charts Common Stock that was in effect\nfor such Charts Warrant immediately prior to the Effective Time divided by the\nCommon Stock Conversion Number. If the foregoing calculation results in a\nMarketWatch Warrant being exercisable for a fraction of a share of MarketWatch\nCommon Stock, then the number of shares of MarketWatch Common Stock subject to\nsuch MarketWatch Warrant shall be rounded down to the nearest whole number with\nno cash being payable for such fractional share. If a MarketWatch Warrant is\nexercisable for a per share exercise price that includes a fraction of a cent,\nthe exercise price shall be rounded down to the nearest whole cent. All terms\nand conditions of each Charts Warrant that is converted into a MarketWatch\nWarrant in the Merger will, to the extent permitted by law and otherwise\nreasonably practicable, be unchanged and continue in effect after the Effective\nTime of the Merger.\n\n                2.2.3   Charts Other Securities. Prior to the Merger, Charts\nwill cause all outstanding Charts Other Securities, if any, to have been validly\nterminated or exercised in full and thereby converted into shares of Charts\nCommon Stock in accordance with their current terms and conditions, so that no\nCharts Other Securities will be outstanding immediately prior to the Effective\nTime.\n\n        2.3     Adjustments for Capital Changes. Notwithstanding the provisions\nof Section 2.1 or Section 2.2, if at any time after the Agreement Date and prior\nto the Effective Time, MarketWatch recapitalizes, either through a subdivision\n(or stock split) of any of its outstanding shares of MarketWatch Common Stock\ninto a greater number of such shares, or a combination (or reverse stock split)\nof any of its outstanding shares of MarketWatch Common Stock into a lesser\nnumber of such shares, or reorganizes, reclassifies or otherwise changes its\noutstanding shares of MarketWatch Common Stock into the same or a different\nnumber of shares of other classes or series of MarketWatch stock (other than\nthrough a subdivision or combination of shares provided for in the preceding\nclause), or declares a dividend on its outstanding shares that is payable in\nshares of MarketWatch Common Stock or in shares or securities convertible into,\nor exercisable or exchangeable for, shares of MarketWatch Common Stock without\nthe payment of any consideration therefor (each, a \"CAPITAL CHANGE\"), then the\nnumber of shares of MarketWatch Common Stock into which each outstanding share\nof Charts Common Stock is converted in the Merger, the number of shares of\nMarketWatch Common Stock issuable under, and the exercise price per share of\nMarketWatch Common Stock of each MarketWatch Option and MarketWatch Warrant\nissued in the Merger under Section 2.2, will each be proportionally and\nequitably adjusted to reflect such Capital Change.\n\n\n                                      -8-\n   9\n        2.4     Escrow.\n\n                2.4.1   Escrow of Shares for Indemnification; Escrow Agreement.\nAt the Closing of the Merger, MarketWatch will withhold from the shares of\nMarketWatch Common Stock to be issued to Charts Shareholders in the Merger\npursuant to Section 2.1.2, a number of such shares of MarketWatch Common Stock\nthat is equal to ten percent (10%) of the MarketWatch Merger Shares, and the\nnumber of such shares withheld from each Charts Shareholder shall be rounded\ndown to the nearest whole number of such shares (such withheld shares of\nMarketWatch Common Stock being hereinafter referred to as the \"ESCROW SHARES\")\nand will deliver certificates representing such Escrow Shares to State Street\nBank and Trust Company, N.A. or a similar institution reasonably acceptable to\nCharts, as escrow agent (the \"ESCROW AGENT\"), and the Charts Shareholders will\ndeliver to the Escrow Agent related stock transfer powers executed by the\napplicable Charts Shareholders (with medallion signature guarantees if requested\nby the Escrow Agent), to be held by the Escrow Agent as security for the Charts\nShareholders' indemnification obligations under Article 11 and pursuant to the\nprovisions of an escrow agreement in substantially the form of Exhibit D (the\n\"ESCROW AGREEMENT\") to be entered into at the Closing by MarketWatch, the Escrow\nAgent, and the Escrow Representative (as defined below). The Escrow Shares will\nbe withheld from each Charts Shareholder pro rata in the same proportion as the\ntotal number of shares of MarketWatch Common Stock issuable to such Charts\nShareholder under Section 2.1.2 bears to the total number of shares of\nMarketWatch Common Stock issued to all Charts Shareholders under Section 2.1.2.\nThe Escrow Shares will be represented by stock certificates issued in the names\nof each of the Charts Shareholders in proportion to their respective interests\nin the Escrow Shares and will be held by the Escrow Agent during that time\nperiod commencing on the Effective Time and ending on the first (1st)\nanniversary of the Effective Time or on such later date as may be provided in\nthe Escrow Agreement (such time period being hereafter called the \"ESCROW\nPERIOD\").\n\n                2.4.2   Effect of Charts Shareholder Approval Regarding Escrow\nShares; Escrow Representative. By their approval of the Merger, the Charts\nShareholders will be conclusively deemed to have consented to, approved and\nagreed to be bound by: (i) the indemnification provisions of Article 11; (ii)\nthe Escrow Agreement; (iii) the appointment of Philip D. Hotchkiss as the\nrepresentative of Charts Shareholders (the \"ESCROW REPRESENTATIVE\") under the\nEscrow Agreement and as the attorney-in-fact and agent for and on behalf of each\nCharts Shareholder as provided in the Escrow Agreement; and (iv) the taking by\nthe Escrow Representative of any and all actions and the making of any decisions\nrequired or permitted to be taken by the Escrow Representative under this\nAgreement and\/or the Escrow Agreement, including, without limitation, the\nexercise of the power to: (a) authorize delivery to MarketWatch of Escrow Shares\nin satisfaction of indemnity claims by MarketWatch or any other Indemnified\nPerson (as defined herein) pursuant to Article 11 and\/or the Escrow Agreement;\n(b) agree to, negotiate, enter into settlements and compromises of, demand\narbitration of, and comply with orders of courts and awards of arbitrators with\nrespect to, such claims; (c) arbitrate, resolve, settle or compromise any claim\nfor indemnity made pursuant to Article 11; and (d) take all actions necessary in\nthe judgment of the Escrow Representative for the accomplishment of the\nforegoing. The Escrow Representative will have authority and power to act on\nbehalf of each Charts Shareholder with respect to the Escrow Agreement and the\ndisposition, settlement or other handling of all claims under Article 11 hereof\nor governed by the Escrow Agreement, and all rights or obligations arising\n\n\n                                      -9-\n   10\nunder the Escrow Agreement so long as all Charts Shareholders are treated in the\nsame manner. The Charts Shareholders will be bound by all actions taken and\ndocuments executed by the Escrow Representative in connection with the Escrow\nAgreement, and MarketWatch will be entitled to rely on any action or decision of\nthe Escrow Representative. In performing the functions specified in this\nAgreement and the Escrow Agreement, the Escrow Representative will not be liable\nto any Charts Shareholder in the absence of gross negligence or willful\nmisconduct on the part of the Escrow Representative. Any out-of-pocket costs and\nexpenses reasonably incurred by the Escrow Representative in connection with\nactions taken by the Escrow Representative pursuant to the terms of the Escrow\nAgreement (including without limitation the hiring of legal counsel and the\nincurring of legal fees and costs) will be paid by the Charts Shareholders to\nthe Escrow Representative pro rata in proportion to their respective percentage\ninterests in the Escrow Shares.\n\n        2.5     Effects of the Merger. At and upon the Effective Time of the\nMerger:\n\n                (a)     the separate existence of Sub will cease and Sub will be\nmerged with and into Charts, and Charts will be the surviving corporation of the\nMerger (sometimes hereinafter referred to as the \"SURVIVING CORPORATION\")\npursuant to the terms of this Agreement, the Agreement of Merger and the\nArticles of Merger;\n\n                (b)     the Articles of Incorporation of Charts will be the\nArticles of Incorporation of the Surviving Corporation immediately after the\nEffective Time;\n\n                (c)     the Bylaws of Charts will be the Bylaws of the Surviving\nCorporation immediately after the Effective Time;\n\n                (d)     each share of Charts Common Stock that is issued and\noutstanding immediately prior to the Effective Time will be converted into\nMarketWatch Common Stock as provided in Section 2.1.2 and the right to receive\nthe Common Stock Amount Per Share, and each Charts Option that is outstanding\nimmediately prior to the Effective Time, will be converted into a MarketWatch\nOption, in each case, as provided in this Article 2;\n\n                (e)     each share of Sub Common Stock that is outstanding\nimmediately prior to the Effective Time will be converted into one (1) share of\nCharts Common Stock as provided in Section 2.1.1;\n\n                (f)     the officers of the Surviving Corporation immediately\nafter the Effective Time will be the individuals who are officers of Sub\nimmediately prior to the Effective Time.\n\n                (g)     the members of the Board of Directors of the Surviving\nCorporation immediately after the Effective Time will be the individuals who are\nthe members of the Board of Directors of Sub immediately prior to the Effective\nTime; and\n\n                (h)     the Merger will, from and after the Effective Time, have\nall of the effects provided by applicable law.\n\n        2.6     Private Placement of MarketWatch Common Stock.\n\n\n                                      -10-\n   11\n                2.6.1   Securities Laws Issues. MarketWatch shall issue the\nshares of MarketWatch Common Stock to be issued to the Charts Shareholders in\nthe Merger pursuant to Section 2.1.2 pursuant to an exemption or exemptions from\nregistration under Section 4(2) of the 1933 Act and\/or Regulation D promulgated\nunder the 1933 Act, the exemption from the \"blue sky\" laws qualification under\nMinnesota Statutes Section 80A.15, subd. 2(h) and exemptions from the\nqualification or registration requirements of all other applicable state \"blue\nsky\" securities laws. Charts and MarketWatch shall jointly prepare an\ninformation statement or proxy statement (which must be acceptable to\nMarketWatch) to be provided to Charts' shareholders in connection with the\nconsideration of the approval of the Merger by Charts' shareholders and the\noffering and issuance of shares of MarketWatch Common Stock to Charts'\nshareholders in the Merger (the \"INFORMATION STATEMENT\"). MarketWatch and Charts\nshall comply with all applicable provisions of, and rules under, the 1933 Act in\nconnection with offering and issuance of shares of MarketWatch common stock in\nthe Merger. As a condition precedent to receiving any share certificates for\nshares of MarketWatch Common Stock issued in the Merger as contemplated by\nArticle 7 and Article 9, each Charts Shareholder shall execute and deliver to\nMarketWatch an Investment Representation Letter in the form and substance of\nExhibit E attached hereto (the \"INVESTMENT REPRESENTATION LETTER\") as well as a\nPurchaser Questionnaire in the form and substance of Exhibit F attached hereto\n(the \"PURCHASER QUESTIONNAIRE\").\n\n                2.6.2   Registration Rights. At the Closing, MarketWatch and\neach Charts Shareholder who receives shares of MarketWatch Common Stock in the\nMerger pursuant to Section 2.1.2 will also enter into a Registration Rights\nAgreement with MarketWatch in substantially the form of Exhibit G attached\nhereto (the \"REGISTRATION RIGHTS AGREEMENT\"), under which each Charts\nShareholder who executes and delivers such Registration Rights Agreement will be\ngranted certain registration rights under the 1933 Act, solely with respect to\nshares of MarketWatch Common Stock issued under Section 2.1.2 of this Agreement,\non the terms, and subject to the conditions and limitations, of such\nRegistration Rights Agreement.\n\n                2.6.3   Lockup of Merger Shares; Market Standoff.\n\n                        (a)     Each Principal Shareholder hereby agrees that it\nshall not pledge, sell, assign or otherwise transfer, including by operation of\nlaw or otherwise, or dispose of any Locked Shares. Shares of MarketWatch Common\nStock received in the Merger that are locked pursuant to the schedule set forth\nherein are \"LOCKED SHARES.\" Shares of MarketWatch Common Stock received in the\nMerger that are unlocked pursuant to the schedule set forth herein are \"UNLOCKED\nSHARES.\" At the Effective Time, all shares of MarketWatch Common Stock received\nby a Charts Shareholder will be Locked Shares.\n\n                                (i)     with respect to each Charts Employee\n        Shareholder who is not a Principal Shareholder, ten percent (10%) of the\n        shares of MarketWatch Common Stock received in the Merger (based upon\n        such Charts Shareholder's stock and stock option or warrant ownership\n        set forth in Schedules 3.4.1 and 3.4.2, and as adjusted for Capital\n        Changes) by such Charts Employee Shareholder will be Unlocked Shares\n        immediately at the Effective Time, one-half (1\/2) of the remaining\n        shares of MarketWatch Common Stock received in the Merger (based upon\n        such Charts Shareholder's stock and stock option or warrant ownership\n        set forth in Schedules 3.4.1 and 3.4.2, and as adjusted for Capital\n        Changes) by such Charts Employee Shareholder will become Unlocked Shares\n        on the first\n\n\n                                      -11-\n   12\n        (1st) year anniversary of the Closing Date, and all shares of\n        MarketWatch Common Stock received in the Merger by such Charts Employee\n        Shareholder will become Unlocked Shares on the second (2nd) year\n        anniversary of the Closing Date.\n\n                                (ii)    with respect to each Charts Employee\n        Shareholder who is a Principal Shareholder, ten percent (10%) of the\n        shares of MarketWatch Common Stock received in the Merger (based upon\n        such Charts Shareholder's stock and stock option or warrant ownership\n        set forth in Schedules 3.4.1 and 3.4.2, and as adjusted for Capital\n        Changes) by such Charts Employee Shareholder who is Principal\n        Shareholder will be Unlocked Shares immediately at the Effective Time,\n        and on each one year anniversary of the Closing Date, one-third (1\/3rd)\n        of the remaining shares of MarketWatch Common Stock received in the\n        Merger (based upon such Charts Shareholder's stock and stock option or\n        warrant ownership set forth in Schedules 3.4.1 and 3.4.2, and as\n        adjusted for Capital Changes) by such Charts Employee Shareholder who is\n        a Principal Shareholder will become Unlocked Shares.\n\n                                (iii)   with respect to each Charts Non-Employee\n        Shareholder, ten percent (10%) of the shares of MarketWatch Common Stock\n        received in the Merger (based upon such Charts Shareholder's stock and\n        stock option or warrant ownership set forth in Schedules 3.4.1 and\n        3.4.2, and as adjusted for Capital Changes) by such Charts Non-Employee\n        Shareholder will be Unlocked Shares immediately at the Effective Time,\n        one-third (1\/3rd) of the remaining shares of MarketWatch Common Stock\n        received in the Merger (based upon such Charts Shareholder's stock and\n        stock option or warrant ownership set forth in Schedules 3.4.1 and\n        3.4.2, and as adjusted for Capital Changes) by such Charts Non-Employee\n        Shareholder will become Unlocked Shares on each of the 180-day, 270-day\n        and one year anniversary of the Closing Date. If the application of the\n        foregoing percentages causes a fractional share, such share shall be\n        rounded up to the nearest whole share. As used herein, a \"CHARTS\n        EMPLOYEE SHAREHOLDER\" means a Charts Shareholder that is an employee of\n        Charts on the Closing Date, it being understood that a Charts\n        Shareholder who is only a director of BigCharts and not otherwise\n        employed by BigCharts shall not be a Charts Employee Shareholder, and a\n        \"CHARTS NON-EMPLOYEE SHAREHOLDER\") means a Charts Shareholder that is\n        not an employee of Charts on the Closing Date.\n\n                        (b)     Shares subject to a MarketWatch Option or a\nMarketWatch Warrant shall be subject to the provisions of this Section 2.6 and\nsuch shares shall be included in the number of shares of MarketWatch Common\nStock received in the Merger for the purposes of calculating Locked Shares and\nUnlocked Shares.\n\n                        (c)     Notwithstanding anything to the contrary in\nsubsection (a) above, each Charts Shareholder hereby agrees that it shall not\nsell or otherwise transfer or dispose of any shares of MarketWatch Common Stock\nreceived in the Merger or other shares of stock of MarketWatch then owned by\nsuch Charts Shareholder (other than to donees or partners of the such Charts\nShareholder who agree to be similarly bound) for up to ninety (90) days\nfollowing the effective date of any registration statement of MarketWatch filed\nunder the 1933 Act with respect to an underwritten public offering of its\nsecurities excluding shares included in such registration.\n\n\n                                      -12-\n   13\n                        (d)     In order to enforce the foregoing covenant,\nMarketWatch shall place restrictive legends on the certificates representing the\nMerger Shares and have the right to impose stop transfer instructions with\nrespect to the Merger Shares and such other shares of stock of each Charts\nShareholder (and the shares or securities of every other person subject to the\nforegoing restriction).\n\n        2.7     Tax-Free Reorganization. The parties intend to adopt this\nAgreement as a tax-free plan of reorganization and to consummate the Merger in\naccordance with the provisions of Section 368(a) of the Code. However, neither\nCharts nor MarketWatch makes any representation or warranty to the other or to\nany holder of Charts securities regarding the tax treatment of the Merger or\nwhether the Merger will qualify as a tax-free plan of reorganization under the\nCode. Charts and MarketWatch each acknowledges that it is relying on its own tax\nadvisors in connection with the Merger and the other transactions contemplated\nby this Agreement. MarketWatch and Charts each agree not to knowingly take any\naction on or prior to the Effective Time with the intent of causing the Merger\nnot to qualify as a reorganization under Section 368(a) of the Code.\n\n        2.8     Further Assurances. If, at any time before or after the\nEffective Time, MarketWatch believes or is advised that any further instruments,\ndeeds, assignments or assurances are reasonably necessary or desirable to\nconsummate the Merger or to carry out the purposes and intent of this Agreement\nat or after the Effective Time, then MarketWatch, the Surviving Corporation and\ntheir respective officers and directors may execute and deliver all such proper\ndeeds, assignments, instruments and assurances and do all other things necessary\nor desirable to consummate the Merger and to carry out the purposes and intent\nof this Agreement, in the name of Charts or otherwise.\n\n                                    ARTICLE 3\n                    REPRESENTATIONS AND WARRANTIES OF CHARTS\n\n        Each of Charts and the Principal Shareholders represents and warrants to\nMarketWatch that, except as set forth in the letter addressed to MarketWatch\nfrom Charts and dated as of the Agreement Date (including all schedules thereto)\nwhich has been delivered by Charts to MarketWatch concurrently with the parties'\nexecution of this Agreement (the \"CHARTS DISCLOSURE LETTER\"), each of the\nfollowing representations, warranties and statements in this Article 3 is true\nand correct as of the Agreement Date (and for all purposes of this Agreement\n(including without limitation Articles 9 and 11), the statements contained in\nthe Charts Disclosure Letter and its schedules shall also be deemed to be\nrepresentations and warranties made and given by Charts and the Principal\nShareholders under Article 3 of this Agreement):\n\n        3.1     Organization and Good Standing. Charts is a corporation duly\norganized, validly existing and in good standing under the laws of the State of\nMinnesota. Charts has the corporate power and authority to own, operate and\nlease its properties and to carry on its business as now conducted and as\nproposed to be conducted, and is qualified to transact business, and is in good\nstanding, in each jurisdiction in which its failure to be so qualified would\nhave a Material Adverse Effect on Charts. Charts has delivered to MarketWatch\ntrue and correct copies of the currently effective Articles of Incorporation and\nBylaws or other charter documents, as applicable, of\n\n\n                                      -13-\n   14\nCharts, each as amended to date. Charts is not in violation of its Articles of\nIncorporation, Bylaws or other charter documents.\n\n        3.2     Subsidiaries. Except as expressly disclosed in Schedule 3.2 of\nthe Charts Disclosure Letter, Charts does not have any subsidiary or any equity\nor ownership interest, whether direct or indirect, in any corporation,\npartnership, limited liability company, joint venture or other business entity.\n\n        3.3     Power, Authorization and Validity.\n\n                3.3.1   Power and Authority. Each of Charts, each Principal\nShareholder who is not an individual and Verticality, has all requisite\ncorporate or other power and authority to enter into, execute, deliver, and\nperform its obligations under, this Agreement and all Charts Ancillary\nAgreements, and (subject to the approval of this Agreement and the Merger by\nCharts' shareholders) to consummate the Merger. The execution, delivery and\nperformance by Charts and the Charts Shareholders who are not individuals of\nthis Agreement and each of the Charts Ancillary Agreements have been duly and\nvalidly approved and authorized by all necessary corporate or other action on\nthe part of Charts' and the Charts Shareholders' Board of Directors or similar\ngoverning body in compliance with applicable law (including without limitation\nthe MBCA) and Charts' Articles of Incorporation and Bylaws, each as amended.\n\n                3.3.2   No Consents. No consent, approval, order or\nauthorization of, or registration, declaration or filing with, any court,\nadministrative agency, commission or other governmental authority (each, a\n\"GOVERNMENTAL AUTHORITY\"), or any other person or entity, governmental or\notherwise, is necessary or required to be made or obtained by Charts, the\nPrincipal Shareholders or Verticality to enable Charts, the Principal\nShareholders or Verticality, as the case may be, to lawfully execute and\ndeliver, enter into, and to perform its obligations under, this Agreement and\neach of the Charts Ancillary Agreements or to consummate the Merger, except for:\n(a) the approval of this Agreement and the Merger by the shareholders of Charts\nin compliance with the requirements of applicable law (including without\nlimitation the MBCA) and Charts' Articles of Incorporation and Bylaws, each as\namended; and (b) the filing of the Articles of Merger with the Minnesota\nSecretary of State and any such further documents as may be required under the\nMBCA to effect the Merger.\n\n                3.3.3   Enforceability. This Agreement and each of the Charts\nAncillary Agreements are, or when executed by Charts, the Principal Shareholders\nor Verticality, as the case may be, will be, valid and binding obligations of\nCharts, the Principal Shareholders or Verticality, as the case may be,\nenforceable against Charts, the Principal Shareholders and Verticality, the\nother Charts Shareholders and holders of Charts Options and Charts Warrants in\naccordance with their respective terms, subject only to the effect of (a)\napplicable bankruptcy and other similar laws affecting the rights of creditors\ngenerally and (b) rules of law and equity governing specific performance,\ninjunctive relief and other equitable remedies.\n\n        3.4     Capitalization of Charts.\n\n                3.4.1   Stock. The authorized capital stock of Charts consists\nentirely of: (i) 10,000,000 shares of Common Stock, no par value, of which a\ntotal of 4,146,878 shares are\n\n\n                                      -14-\n   15\nissued and outstanding and (ii) 3,000,000 shares of Preferred Stock, no par\nvalue, all of which are undesignated and unissued; and except as expressly\ndescribed above in this Section 3.4.1, no other shares of any capital stock of\nCharts are authorized, issued or outstanding. No fractional shares of Charts\nCommon Stock are issued or outstanding and Charts holds no treasury shares.\n\n                As of the Closing Date, there will have been no change in the\nauthorized and outstanding capital stock of Charts as represented in the\nforegoing sentences of this Section 3.4.1, other than the following changes if\nmade in compliance with this Agreement: the issuance of shares of Charts Common\nStock pursuant to the exercise of Charts Options represented as being\noutstanding on the Agreement Date in Section 3.4.2 or pursuant to the exercise\nor conversion of any Charts Other Securities represented as being outstanding on\nthe Agreement Date in Section 3.4.2.\n\n                All issued and outstanding shares of Charts' capital stock have\nbeen duly authorized and validly issued, are fully paid and nonassessable, are\nnot subject to any claim, lien, preemptive right, right of first refusal,\nco-sale right, right of first offer or right of rescission, and have been\noffered, issued, sold and delivered by Charts in compliance with all\nregistration or qualification requirements (or applicable exemptions therefrom)\nof all applicable federal and state securities laws. A list of all of the record\nholders of Charts' outstanding capital stock, and the total number of shares of\nCharts Common Stock owned by each such holder is set forth in Schedule 3.4.1 to\nthe Charts Disclosure Letter. No shareholder of Charts owes Charts any money or\nother consideration representing any part of the purchase price of any\noutstanding shares of Charts' capital stock, including without limitation any\nmoney due under a promissory note payable to Charts. Charts has no liability to\nany shareholder for any dividends that have been declared or accrued.\n\n        All shares of Charts Common Stock held by the Charts Shareholders are\nowned of record by the Charts Shareholders, each Principal Shareholder and\nVerticality, and to the knowledge of Charts each Charts Shareholder which is not\na Principal Shareholder or Verticality, has good and marketable title to shares\nof Charts Common Stock owned by such Principal Shareholder, Verticality or\nCharts Shareholder, as the case may be, and Charts has not received any notice\nthat any Charts Shareholder which is not a Principal Shareholder or Verticality\ndoes not hold the Charts Common Stock reflected as being held by him, her or it\non Schedule 3.4.1 to the Charts Disclosure Letter, free and clear of all liens,\nclaims and encumbrances, agreements, voting trusts, proxies and other\narrangements or restrictions of any kind whatsoever.\n\n                3.4.2   Options, Warrants or Rights. Except for (a) Charts\nOptions to purchase an aggregate total of 1,547,986 shares of Charts Common\nStock that are outstanding on the Agreement Date (all of which Charts Options\nwere granted under the Charts Option Plan) and (b) Charts Other Securities\ndisclosed in Schedule 3.4.2, there are no options, warrants, convertible\nsecurities or other securities, calls, commitments, conversion privileges,\npreemptive rights, rights of first refusal, rights of first offer or other\nrights or agreements outstanding to purchase or otherwise acquire (whether\ndirectly or indirectly) from Charts any shares of Charts' authorized but\nunissued capital stock or any securities convertible into or exchangeable for\nany shares of Charts' capital stock or obligating Charts to grant, issue,\nextend, or enter into any such option, warrant, convertible security or other\nsecurity, call, commitment, conversion privilege, preemptive right, right of\nfirst refusal, right of first offer or other right or agreement. No person or\nentity holds, or\n\n\n                                      -15-\n   16\nhas any option, warrant or other right to acquire, any issued and outstanding\nshares of the capital stock of Charts from any Principal Shareholder, or to the\nknowledge of Charts, any holder of shares of the capital stock of Charts.\n\n                A total of 1,500,000 shares of Charts Common Stock are reserved\nfor issuance under the Charts Option Plan. As of the Agreement Date, a total of\n1,547,986 shares of Charts Common Stock are potentially issuable upon the\nexercise of all options granted under the Charts Option Plan that are\noutstanding on the Agreement Date. Attached as Schedule 3.4.2 to the Charts\nDisclosure Letter is (i) a true and complete list of all holders of all Charts\nOptions that are outstanding on the Agreement Date, the number of Charts Options\nheld by each such holder, the exercise price and vesting schedule of each Charts\nOption held by each such person, and the name of the Charts option plan under\nwhich each such option was granted, and (ii) a true and complete list of all\nholders of all Charts Other Securities (other than holders of Charts Options),\nif any, that are outstanding on the Agreement Date, the number, class and series\nof the shares subject to each such Charts Other Security held by each such\nholder, the exercise or conversion price and (if applicable) vesting schedule of\neach Charts Other Security. The Charts Option Plan and any change in (a) the\nnumber of shares reserved under the Charts Option Plan or (b) the eligible\nparticipants under the Charts Option Plan have each been duly and validly\napproved by Charts' Board of Directors and by Charts' shareholders, and with\nrespect to the Charts Option Plan (or any such change) such shareholder approval\nwas obtained within one (1) year of the date on which the Charts Option Plan (or\nsuch change) was approved by Charts' Board of Directors.\n\n                3.4.3   No Voting Arrangements or Registration Rights. There are\nno voting agreements, voting trusts, proxies, preemptive rights, rights of first\nrefusal, rights of first offer or other restrictions (other than normal\nrestrictions on transfer under applicable federal and state securities laws)\napplicable to any of Charts' outstanding stock or other securities or to the\nconversion of any shares of Charts' capital stock in the Merger pursuant to any\nagreement or obligation to which Charts, Verticality or a Principal Shareholder\nis a party or is bound except for the Voting Agreements (and related Irrevocable\nProxies referred to in Section 3.22). Charts is not aware of any other similar\nagreement or obligation binding on or affecting Charts Shareholders who are not\nPrincipal Shareholders or Verticality. Charts is not under any obligation to\nregister under the 1933 Act any of its presently outstanding shares of stock or\nother securities or any stock or other securities that may be subsequently\nissued.\n\n        3.5     No Conflict. Neither the negotiation, execution and delivery of\nthis Agreement or any of the Charts Ancillary Agreements by Charts, Verticality\nor the Principal Shareholders, nor the consummation of the Merger or the\nperformance by Charts, Verticality or the Principal Shareholders of its or their\nobligations under this Agreement or any Charts Ancillary Agreement, has or will\n(with or without notice or lapse of time, or both) result in a termination,\nbreach, impairment or violation of (i) any provision of the Articles of\nIncorporation or Bylaws or other charter documents (including, without\nlimitation, any limited liability company agreement) of Charts, Verticality or\nthe Principal Shareholders, as currently in effect; or (ii) any federal, state,\nlocal or foreign judgment, writ, decree, order, statute, rule or regulation\napplicable to Charts, Verticality or the Principal Shareholders or any of their\nrespective assets or properties. Neither the negotiation, execution and delivery\nof this Agreement or any of the Charts Ancillary Agreements by Charts,\nVerticality or the Principal Shareholders, nor the consummation of the Merger or\nthe performance by Charts, Verticality or the Principal Shareholders of its or\ntheir obligations under\n\n\n                                      -16-\n   17\nthis Agreement or any Charts Ancillary Agreement, has or will (with or without\nnotice or lapse of time, or both) result in a termination, breach, impairment or\nviolation of any instrument, agreement, contract, undertaking, understanding,\nletter of intent, memorandum of understanding or commitment (whether verbal or\nin writing) or confidentiality agreement to which Charts, Verticality or the\nPrincipal Shareholders is a party or by which Charts, Verticality or the\nPrincipal Shareholders or any of their respective assets or properties are\nbound, which termination, breach, impairment or violation: (i) would have a\nMaterial Adverse Effect on Charts; or (ii) prevent the consummation of the\ntransactions contemplated by this Agreement. Neither Charts', Verticality's or\nthe Principal Shareholders' entering into this Agreement nor the consummation of\nthe Merger will give rise to, or trigger the application of, any rights of any\nthird party related to Charts' or the Principal Shareholders' actions or arising\nunder an agreement to which Charts or any Principal Shareholder is a party or is\nbound that would come into effect upon the effectiveness of the Merger and would\n(i) be adverse to the financial condition or business interests of Charts or\n(ii) impair the value of any of Charts' assets or properties in any material\nrespect. The consummation of the Merger by Charts or the Principal Shareholders\nwill not require the consent, release, waiver or approval of any third party\n(other than any consent, release, waiver or approval that is set forth in\nclauses (a) through (d) of Section 3.3.2).\n\n        3.6     Litigation. There is no action, claim, suit, arbitration,\nmediation, proceeding, claim or investigation pending against Charts or against\nany officer, director, or to the best of Charts' knowledge, any employee of\nCharts in their capacity as such or relating to their employment, services or\nrelationship with Charts, before any court, administrative agency or arbitrator,\nnor, to the best of Charts' knowledge, has any such action, suit, proceeding,\narbitration, mediation, claim or investigation been threatened. There is no\njudgment, decree, injunction, rule or order of any governmental entity or\nagency, court or arbitrator outstanding against Charts. Charts is not aware of\nany facts that would form a basis of a claim against Charts or MarketWatch based\nupon: (a) Charts', Verticality's or the Principal Shareholders' negotiating or\nentering into this Agreement or any Charts Ancillary Agreement or consummating\nthe Merger or any of the transactions contemplated by this Agreement or any\nCharts Ancillary Agreement; (b) any confidentiality or similar agreement entered\ninto by Charts; (c) any claim that Charts has agreed to sell or dispose all or\nany substantial portion of its assets or business to any party other than\nMarketWatch, whether by way of merger, consolidation, sale of assets or\notherwise; (d) any wrongful failure by Charts to issue any of its stock or other\nsecurities to any party; (e) ownership or rights to ownership of any shares of\nCharts Common Stock, Charts Options or Charts Other Securities; (f) any rights\nas a shareholder of Charts, including any option or preemptive rights or rights\nto notice or to vote; or (g) any rights under any agreement among Charts and its\nshareholders.\n\n        3.7     Taxes.\n\n                3.7.1   Charts has timely filed all federal, state, local and\nforeign tax returns required to be filed, has timely paid all taxes required to\nbe paid in respect of all periods for which returns have been filed, has\nestablished an adequate accrual or reserve for the payment of all taxes payable\nin respect of the periods subsequent to the periods covered by its most recent\napplicable tax returns (which accrual or reserve as of the Balance Sheet Date\n(as defined in Section 3.8 below) is fully reflected on the Balance Sheet (as\ndefined in Section 3.8 below) and in any more recent balance sheet of Charts\nprovided by Charts to MarketWatch on or before the Agreement Date), has made all\nnecessary estimated tax payments, and has no material liability for taxes in\n\n\n                                      -17-\n   18\nexcess of the amount so paid or accruals or reserves so established. Charts is\nnot delinquent in the payment of any tax or in the filing of any tax returns,\nand no deficiencies for any tax have been threatened, claimed, proposed or\nassessed against Charts, or any of the officers, employees or agents of Charts\nin their capacity as such. Charts has not received any notification that any\nmaterial issues have been raised by (or are currently pending) before the\nInternal Revenue Service or any other taxing authority (including but not\nlimited to any sales or use tax authority) regarding Charts and no tax return of\nCharts has ever been audited by the Internal Revenue Service or any state or\nlocal taxing agency or authority. No tax liens have been filed against any\nassets of Charts. Charts has not filed any election under Section 341(f) of the\nCode. Charts has withheld with respect to each of its employees and, to Charts'\nknowledge, independent contractors, all taxes, including but not limited to\nfederal and state income taxes, FICA, Medicare, FUTA and other taxes, required\nto be withheld, and paid such withheld amounts to the appropriate tax authority\nwithin the time prescribed by law.\n\n                3.7.2   For the purposes of this Section, the terms \"TAX\" and\n\"TAXES\" include all federal, state, local and foreign income, alternative or\nadd-on minimum income, gains, franchise, excise, property, property transfer,\nsales, use, employment, license, payroll (including without limitation any\nincome taxes or other taxes or required withholdings on income or receipts of\nemployees or others that are required to be withheld and paid by Charts), ad\nvalorem, documentary, stamp, withholding, occupation, recording, value added or\ntransfer taxes, governmental charges, fees, customs duties, levies or\nassessments (whether payable directly or by withholding), and, with respect to\nany such taxes, any estimated tax, interest, fines and penalties or additions to\ntax and interest on such fines, penalties and additions to tax.\n\n\n\n        3.8     Charts Financial Statements.\n\n                (a)     Schedule 3.8 to the Charts Disclosure Letter includes \n(i) Charts' audited balance sheet as of December 31, 1998, and Charts' audited\nstatement of operations, statement of cash flows and statement of changes in\nshareholders' equity for the year ended December 31, 1998, and (ii) Charts'\nunaudited balance sheet as of March 31, 1999 (the \"BALANCE SHEET\", and such\ndate, the \"BALANCE SHEET DATE\"), and Charts' unaudited statements of operations\nfor the three (3) month period ended March 31, 1999 (all such financial\nstatements of Charts and the notes thereto are hereinafter collectively referred\nto as the \"CHARTS FINANCIAL STATEMENTS\"). The Charts Financial Statements (a)\nare derived from and in accordance with the books and records of Charts, (b)\nfairly present the financial condition of Charts at the dates therein indicated\nand the results of operations for the periods therein specified and (c) have\nbeen prepared in accordance with generally accepted accounting principles\napplied on a basis consistent with prior periods except (solely with respect to\nany unaudited financial statements included in the Charts Financial Statements)\nfor the absence of notes to such unaudited financial statements and except that\nCharts' unaudited financial statements are subject to normal and recurring\nyear-end audit adjustments. Charts has no material debt, liability or obligation\nof any nature, whether accrued, absolute, contingent or otherwise, and whether\ndue or to become due, except for (i) those shown on the Balance Sheet, and (ii)\nthose that have been incurred after the Balance Sheet Date in the ordinary\ncourse of Charts' business, and (iii) those that have been incurred after the\nBalance Sheet Date that are not material in amount, either individually or\ncollectively. To Charts' knowledge, all reserves\n\n\n                                      -18-\n   19\nestablished by Charts and set forth in or reflected in the Balance Sheet\n(including, but not limited to, reserves for any material loss contingencies (as\nsuch term is used in Statement of Financial Accounting Standards No. 5 issued by\nthe Financial Accounting Standards Board in March 1975)) were reasonably\nadequate as of the Balance Sheet Date. On the Closing Date, Charts current\nassets shall exceed its current liabilities.\n\n                (b)     Charts is not engaged in manufacturing (within the \nmeaning of the HSR Act) and Charts' Total Assets (as defined below) (i) were\nless than Ten Million Dollars ($10,000,000) on the Balance Sheet and on the date\nof the last regularly prepared balance sheet of Charts prepared on or prior to\nthe Agreement Date (the \"LAST DATE\") and (ii) will not equal or exceed Ten\nMillion Dollars ($10,000,000) at any time during the time period commencing on\nthe Last Date and ending on the earlier to occur of (a) the Effective Time or\n(b) the date on which this Agreement is terminated in accordance with the\nprovisions of Article 10. As used herein, the term \"CHARTS' TOTAL ASSETS\" means\nCharts' total assets as determined in accordance with generally accepted\naccounting principles applied on a basis consistent with prior periods.\n\n        3.9     Title to Properties. Charts has good and marketable title to all\nof its assets and properties (including but not limited to those shown on the\nBalance Sheet), free and clear of all mortgages, deeds of trust, security\ninterests, pledges, liens, title retention devices, collateral assignments,\nclaims, charges, restrictions or other encumbrances of any kind other than (i)\nliens for current taxes that are not yet due and payable, (ii) statutory\nmechanics', materialmens' and similar liens imposed by operation of law for\nobligations incurred by Charts in the ordinary course of its business that are\nnot material in amount and are not currently due and payable. The machinery,\nvehicles, equipment (including without limitation computers and web servers) and\nother tangible personal property owned or leased by Charts or used in its\nbusiness, considered collectively, are in reasonably good condition and repair,\nnormal wear and tear excepted. Any real or personal property held by Charts is\nheld by Charts under a currently effective written lease and Charts is not in\nbreach of such lease and it has no knowledge that the lessor is in breach of\nsuch lease. Such leases afford peaceful and undisturbed leasehold possession of\nthe real or personal property that is the subject of the lease. Charts is not in\nviolation of any zoning, building, safety or environmental ordinance, regulation\nor requirement or other law or regulation applicable to the operation of its\nowned or leased properties, which violation would have a Material Adverse Effect\non Charts nor has Charts received any written notice from any Governmental\nAuthority of any violation of law with which it has not complied which violation\nwould have a Material Adverse Effect on Charts. Charts owns no real property.\n\n        3.10    Absence of Certain Changes. Since the Balance Sheet Date, there\nhas not been with respect to Charts any:\n\n                (a)     Material Adverse Change in Charts;\n\n                (b)     amendment to, or change in, the Articles of \nIncorporation or Bylaws of Charts;\n\n                (c)     incurrence, creation or assumption by Charts of (i) any\nmortgage, deed of trust, security interest, pledge, title retention device or\ncollateral assignment, (ii) any claim, lien, charge, restriction or other\nencumbrance of any kind on any of the assets or properties of Charts\n\n\n                                      -19-\n   20\nany obligation or liability other than customer licenses and other obligations\nor liabilities incurred in the ordinary course of Charts' business, or (iii) any\nindebtedness for borrowed money in excess of $10,000;\n\n                (d)     offer, issuance or sale of any debt or equity securities\nof Charts, or any options, warrants or other rights to acquire from Charts,\ndirectly or indirectly, any debt or equity securities of Charts (other than the\ngrant of Charts Options under the Charts Option Plan in the ordinary course of\nCharts' business, generally consistent with its past practices, where such\nCharts Options have an exercise price equal to the fair market value of Charts\nCommon Stock, as determined in good faith by Charts' Board of Directors as of\nthe date such Charts Option is granted, and the right to exercise such Charts\nOptions vests on a vesting schedule consistent with Charts' past vesting\npractices, except that, with respect to such Charts Options granted after the\nAgreement Date, the vesting of such Charts Options shall not accelerate at any\ntime by reason of the Merger or this Agreement);\n\n                (e)     payment or discharge by Charts of any security interest,\nlien, claim, or encumbrance of any kind on any asset or property of Charts, or\nthe payment or discharge of any liability that was not either shown on the\nBalance Sheet or incurred in the ordinary course of Charts' business after the\nBalance Sheet Date in an amount not in excess of $25,000 for any single\nliability to a particular creditor;\n\n                (f)     purchase, license, sale, assignment or other disposition\nor transfer (or any agreement or other arrangement for the purchase, license,\nsale, assignment or other disposition or transfer) of any of the assets,\nproperties or goodwill of Charts other than customer licenses incurred in the\nordinary course of its business;\n\n                (g)     damage, destruction or loss of any property or asset, \nwhether or not covered by insurance, having (or likely with the passage of time\nto have) a Material Adverse Effect on Charts;\n\n                (h)     declaration, setting aside or payment of any dividend \non, or the making of any other distribution in respect of, the capital stock of\nCharts, any split, combination or recapitalization of the capital stock of\nCharts or any direct or indirect redemption, purchase or other acquisition of\nany capital stock of Charts or any change in any rights, preferences, privileges\nor restrictions of any outstanding security of Charts;\n\n                (i)     change or increase in the compensation payable or to \nbecome payable to any of the officers, directors, or employees of Charts, or any\nbonus or pension, insurance or other benefit payment or arrangement (including\nwithout limitation stock awards, stock option grants, stock appreciation rights\nor stock option grants) made to or with any of such officers, employees or\nagents except in connection with normal employee salary or performance reviews\nor otherwise in the ordinary course of Charts' business;\n\n                (j)     obligation or liability incurred by Charts to any of its\nofficers, directors or shareholders except for normal and customary compensation\nand expense allowances payable to directors, officers and employee-shareholders\nof Charts in accordance with written contractual\n\n\n                                      -20-\n   21\ncommitments in existence on the Agreement Date or payable in the ordinary course\nof Charts' business;\n\n                (k)     making by Charts of any loan, advance or capital \ncontribution to, or any investment in, any officer, director or shareholder of\nCharts or any firm or business enterprise in which any such person had a direct\nor indirect material interest at the time of such loan, advance, capital\ncontribution or investment;\n\n                (l)     entering into, amendment of, relinquishment, termination\nor non-renewal by Charts of any material contract, lease, transaction,\ncommitment or other material right or obligation other than in the ordinary\ncourse of its business;\n\n                (m)     assertion by any advertiser(s), subscriber(s) and\/or\ncustomer(s) of Charts of any complaint regarding Charts' services or products\nwhich, if substantiated, would be likely to have a Material Adverse Effect on\nCharts' business;\n\n                (n)     material change in the policies under which Charts \nextends discounts, credits or warranties to customers or otherwise deals with\nits customers;\n\n                (o)     entering into by Charts of any transaction, contract or\nagreement that by its terms requires or contemplates a current and\/or future\nfinancial commitment, expense (inclusive of overhead expense) or obligation on\nthe part of Charts involving in excess of $25,000 or that is not entered into in\nthe ordinary course of Charts' business, or the conduct of any business or\noperations other than in the ordinary course of Charts' business;\n\n                (p)     any license, transfer or grant of a right under any \nCharts IP Rights (as defined in Section 3.13 below), other than those licensed,\ntransferred or granted in the ordinary course of Charts' business;\n\n                (q)     any grant of exclusive promotion or sponsorship with\nrespect to any portion of the Charts Website; or\n\n                (r)     any agreement made by Charts to provide exclusive \nservices to any person or entity or not to engage in any business activity.\n\n        3.11    Contracts and Commitments\/Licenses and Permits. Schedule 3.11 to\nthe Charts Disclosure Letter sets forth a list, arranged by the subsections\nbelow, of each of the following (i) written or oral contracts, agreements,\ncommitments or other instruments to which Charts is a party or to which Charts\nor any of its assets or properties is bound and (ii) licenses and permits held\nby Charts:\n\n                (a)     any website hosting, website linking, content or data\nsharing, data feed, information exchange, advertising, distribution, fee\nsharing, lead or customer referral, commerce, co-branding, framing, service,\norder or transaction processing or similar agreement relating to any aspect or\nelement of the Charts Website;\n\n                (b)     any distributor, OEM (Original Equipment Manufacturer),\nVAR (Value Added Reseller), sales representative or similar agreement under \nwhich any third party is\n\n\n                                      -21-\n   22\nauthorized to sell, sublicense, lease, distribute, market or take orders for,\nany product, services or technology of Charts;\n\n                (c)     any continuing contract for the future purchase, sale, \nlicense, provision or manufacture of products, material, supplies, equipment or\nservices requiring payment to or from Charts in an amount in excess of $25,000\nper annum;\n\n                (d)     any contract or commitment in which Charts has granted\nor received most favored customer pricing provisions or exclusive marketing or\non-line distribution rights relating to any product or service, group of\nproducts or services, market or geographic territory;\n\n                (e)     any contract providing for the development of software,\nwebsite content or other technology or intellectual property for Charts, or the\nlicense of any software, website content or other technology or intellectual\nproperty to Charts, which software, website content or other technology or\nintellectual property is used or incorporated (or is contemplated by Charts to\nbe used or incorporated) (i) in connection with any aspect or element of the\nCharts Website; (ii) in any product currently sold, licensed, leased,\ndistributed or marketed by Charts or (iii) to provide any service currently\nprovided or marketed by Charts (other than off-the-shelf software generally\navailable to the public at retail);\n\n                (f)     any joint venture or partnership contract or agreement\nor other agreement which has involved or is reasonably expected to involve a\nsharing of profits, expenses or losses with any other party;\n\n                (g)     any contract or commitment for or relating to the \nemployment of any officer, employee or consultant of Charts or any other type of\ncontract or understanding with any officer, employee or consultant of Charts\nthat is not immediately terminable by Charts without cost or other liability;\n\n                (h)     any indenture, mortgage, trust deed, promissory note,\nloan agreement, security agreement, guarantee or other agreement or commitment\nfor the borrowing of money, for a line of credit or for a leasing transaction of\na type required to be capitalized in accordance with Statement of Financial\nAccounting Standards No. 13 of the Financial Accounting Standards Board;\n\n                (i)     any lease or other agreement under which Charts is \nlessee of or holds or operates any items of tangible personal property or real\nproperty owned by any third party and under which payments to such third party\nexceed $25,000 per annum;\n\n                (j)     any agreement or arrangement for the sale, licensing or\nleasing of any assets, properties, products, services or rights having a value\nin excess of $25,000;\n\n                (k)     any agreement that restricts Charts from engaging in any\naspect of its business, from participating or competing in any line of business\nor market or that restricts Charts from engaging in any business in any market\nor geographic area;\n\n\n                                      -22-\n   23\n                (l)     any instrument, contract, license or other agreement \ngoverning any Charts IP Right (as defined in Section 3.13) to which Charts is a\nparty (collectively, the \"CHARTS IP RIGHTS AGREEMENTS\");\n\n                (m)     any agreement relating to the sale, issuance, grant, \nexercise, award, purchase, repurchase or redemption of any shares of capital\nstock or other securities of Charts or any options, warrants or other rights to\npurchase or otherwise acquire any such shares of stock, other securities or\noptions, warrants or other rights therefor (or, in the case of any Charts\nOption, the Charts Option Plan, as such may be amended, and the forms of Charts\nOption agreements used by Charts thereunder);\n\n                (n)     consulting or similar agreement under which Charts \nprovides any advice or services to a third party for an annual compensation to\nCharts of $25,000 per year or more;\n\n                (o)     any contract with or commitment to any labor union;\n\n                (p)     any contract or arrangement under which Charts has made\nany commitment to develop any website content, software or new technology, to\ndeliver any software currently under development or to enhance or customize any\nsoftware;\n\n                (q)     any consulting, development or similar agreement under\nwhich Charts currently provides or will provide any custom software development,\ntraining, documentation, personnel placements, advice, consulting service or\nother products or services to a customer of Charts;\n\n                (r)     any contract for the current or future sale, provision\nor manufacture of products (including computer software), material or supplies\nfrom Charts or in which Charts has granted or received distribution rights, most\nfavored customer pricing provisions or exclusive marketing rights relating to\nany product or services, group of products or services or territory;\n\n                (s)     any other agreement, contract, commitment or instrument\nthat is material to the business of Charts or that involves a future commitment\nby Charts in excess of $25,000; and\n\n                (t)     any Governmental Permit (as defined in Section 3.14.4).\n\n                A true and complete copy of each agreement or document required\nby subsections (a) through (s) of this Section to be listed on Schedule 3.11 to\nthe Charts Disclosure Letter (such agreements and documents being hereinafter\ncollectively referred to as the \"CHARTS MATERIAL AGREEMENTS\") and a copy of each\nGovernmental Permit required by subsection (t) of this Section to be listed on\nSchedule 3.11 to the Charts Disclosure Letter, has been delivered to\nMarketWatch's counsel.\n\n        3.12    No Breach or Default; No Consent Required; No Restrictions.\nCharts is not in material breach or violation of, or in default under: (a) any\nCharts Material Agreement; or (b) any other contract or agreement (whether\nwritten or oral) binding on Charts or to which Charts is a party, the breach,\nviolation or default of which by Charts could reasonably be expected to result\nin any liability that would have a Material Adverse Effect on Charts (a\n\"SIGNIFICANT AGREEMENT\"). Charts does not have any material liability for\nrenegotiation of government contracts or\n\n\n                                      -23-\n   24\nsubcontracts, if any. Except as set forth in Schedule 3.12 to the Charts\nDisclosure Letter, no consent or approval of any third party is required to\nensure that, following the Effective Time, any Charts Material Agreement will\ncontinue to be in full force and effect without any breach or violation thereof\ncaused by virtue of the Merger or by any other transaction called for by this\nAgreement or any Charts Ancillary Agreement. Charts is not a party to, and no\nasset or property of Charts is bound or affected by, any judgment, injunction,\norder, decree, contract, covenant or agreement (non-competition or otherwise)\nthat restricts or prohibits (or purports to restrict or prohibit) Charts from\nfreely engaging in any business now conducted by it or from competing anywhere\nin the world (including without limitation any contracts, covenants or\nagreements restricting the geographic area in which Charts may sell, license,\nmarket, distribute or support any products or technology or provide services, or\nrestricting the markets, customers or industries that Charts may address in\noperating its businesses), or includes any grants by Charts of exclusive\nlicenses. No event has occurred, and no circumstance or condition exists,\nincluding, without limitation, the consummation of the Merger, that (with or\nwithout notice or lapse of time) would (a) result in a violation or breach of\nany of the provisions of any Charts Material Agreement, (b) give any third party\n(i) the right to declare a default or exercise any remedy under any Charts\nMaterial Agreement, (ii) the right to a rebate, chargeback, penalty or change in\ndelivery schedule under any Charts Material Agreement, (iii) the right to\naccelerate the maturity or performance of any obligation of Charts under any\nCharts Material Agreement, or (iv) the right to cancel, terminate or modify any\nCharts Material Agreement, except in each such case for such defaults,\nacceleration rights, termination rights and other rights that have not had and\nwould not have a Material Adverse Effect on Charts. Charts has not received any\nwritten notice or other communication, nor, to Charts' knowledge, any other\nnotice or communication, regarding any asserted violation or breach by Charts or\nthe other party thereto of, or default by Charts or the other party thereto\nunder, any Charts Material Agreement or any Significant Agreement.\n\n        3.13    Intellectual Property.\n\n                3.13.1  Charts owns or has the valid right or license to make,\nuse, possess, sell, reproduce, distribute, prepare derivative works of, publicly\ndisplay or license, all Intellectual Property (as defined below) necessary or\nrequired for the conduct of the business of Charts as presently conducted,\nincluding without limitation, the operation of the Charts Website (such\nIntellectual Property being hereinafter collectively referred to as the \"CHARTS\nIP RIGHTS\"), and such rights to use, possess, sell or license are sufficient for\nsuch conduct of such business. As used herein, the term \"INTELLECTUAL PROPERTY\"\nmeans, collectively, all U.S. industrial and intellectual property rights,\nincluding, without limitation, patents, patent applications, patent rights,\ntrademarks, trademark registrations and applications therefor, trade dress\nrights, trade names, service marks, service mark registrations and applications\ntherefor, Internet domain names, Internet and World Wide Web URLs or addresses,\ncopyrights, copyright registrations and applications therefor, mask work rights,\nmask work registrations and applications therefor, franchises, licenses,\ninventions, trade secrets, know-how, customer lists, supplier lists, proprietary\nprocesses and formulae, software source code and object code, algorithms, net\nlists, architectures, structures, screen displays, layouts, inventions,\ndevelopment tools, designs, blueprints, specifications, technical drawings (or\nsimilar information in electronic format) and all documentation and media\nconstituting, describing or relating to the foregoing, including, without\nlimitation, manuals, programmers' notes, memoranda and records.\n\n\n                                      -24-\n   25\n                3.13.2  Neither the execution, delivery and performance of this\nAgreement, the Delaware Certificate of Merger, the Minnesota Certificate of\nMerger or the consummation of the Merger and the other transactions contemplated\nhereby and\/or by Charts Ancillary Agreements will materially impair the right of\nCharts or the Surviving Corporation to use, possess, sell or license any Charts\nIP Right or portion thereof. There are no royalties, honoraria, fees or other\npayments payable by Charts to any third person by reason of the ownership, use,\npossession, license, sale, marketing, advertising or disposition of any Charts\nIP Rights by Charts.\n\n                3.13.3  Neither the manufacture, marketing, license, sale,\nfurnishing or intended use of any product or service (including without\nlimitation any service offered to users of the Charts Website) currently\nlicensed, utilized, sold, provided or furnished by Charts violates any license\nor agreement between Charts and any third party or infringes or misappropriates\nany Intellectual Property Right of any other party; and there is no pending or,\nto the knowledge of Charts, threatened claim or litigation contesting the\nvalidity, ownership or right of Charts to use, possess, sell, market, advertise,\nlicense or dispose of any Charts IP Right nor, to the knowledge of Charts, is\nthere any valid basis for any such claim, nor has Charts received any notice\nasserting that any Charts IP Right or the proposed use, sale, license or\ndisposition thereof conflicts or will conflict with the rights of any other\nparty, nor, to the knowledge of Charts, is there any valid basis for any such\nassertion.\n\n                3.13.4  To Charts' knowledge, no employee, consultant or\nindependent contractor of Charts or any subsidiary of Charts: (a) is in\nviolation of any term or covenant of any employment contract, patent disclosure\nagreement, invention assignment agreement, non-disclosure agreement,\nnoncompetition agreement or any other contract or agreement with any other party\nby virtue of such employee's, consultant's, or independent contractor's being\nemployed by, or performing services for, Charts or such subsidiary or using\ntrade secrets or proprietary information of others, or that would have a\nMaterial Adverse Effect on Charts; or (b) has developed any technology, software\nor other copyrightable, patentable, or otherwise proprietary work for Charts\nthat is subject to any agreement under which such employee, consultant or\nindependent contractor has assigned or otherwise granted to any third party any\nrights (including without limitation Intellectual Property) in or to such\ntechnology, software or other copyrightable, patentable or otherwise proprietary\nwork or any Intellectual Property related thereto. To Charts' knowledge, the\nemployment of any employee of Charts or any subsidiary of Charts or the use by\nCharts or any subsidiary of Charts of the services of any consultant or\nindependent contractor does not subject Charts or any such subsidiary to any\nliability to any third party.\n\n                3.13.5  Charts has taken reasonably necessary and appropriate\nsteps to protect, preserve and maintain the secrecy and confidentiality of the\nCharts IP Rights and all Charts' ownership interests and proprietary rights\ntherein. All officers, employees and consultants of Charts having access to\nconfidential information of Charts, its customers or business partners, have\nexecuted and delivered to Charts an agreement regarding the protection of such\nproprietary information; and copies of the form of all such agreements have been\ndelivered to MarketWatch's counsel. To the best of Charts' knowledge, no current\nor former employee, officer, director, consultant or independent contractor of\nCharts or of any subsidiary of Charts has any right, license or property or\nownership interest whatsoever in or with respect to any Charts IP Rights.\n\n\n                                      -25-\n   26\n                3.13.6  Schedule 3.13.6 to the Charts Disclosure Letter contains\na complete list of (i) all registrations of any patents, copyrights, mask works,\ntrademarks, service marks, Internet domain names or Internet or World Wide Web\nURLs or addresses with any governmental or quasi-governmental authority or other\nbody; (ii) all applications, registrations, filings and other formal actions\nmade or taken pursuant to federal, state and foreign laws by Charts to secure,\nperfect or protect its interest in Charts IP Rights, including, without\nlimitation, all patent applications, copyright applications, and applications\nfor registration of trademarks and service marks, (iii) all unregistered\ncopyrights, trademarks and service marks. All trademarks, service marks,\nInternet domain names, Internet or World Wide Web URLs or addresses and\ncopyrights held by Charts are valid, enforceable and subsisting.\n\n                3.13.7  Schedule 3.13.7 to the Charts Disclosure Letter contains\na complete list of (i) all licenses, sublicenses and other agreements as to\nwhich Charts is a party and pursuant to which any person or entity is authorized\nto use any Charts IP Rights, and (ii) all licenses, sublicenses and other\nagreements as to which Charts is a party and pursuant to which Charts is\nauthorized to use any third party patents, trademarks, Internet domain names,\nInternet or World Wide Web URLs or addresses, or copyrights and which are\nmaterial to the business of Charts taken as a whole, including but not limited\nto software (\"THIRD PARTY IP RIGHTS\") which would be infringed by, or are\nincorporated in, or form a part of, any product or service sold, licensed,\ndistributed, provided or marketed by Charts.\n\n                3.13.8  Neither Charts, nor any other party acting on its\nbehalf, has disclosed or delivered to any party, or permitted the disclosure or\ndelivery to any escrow agent or other party, of any Charts Source Code (as\ndefined below). No event has occurred, and no circumstance or condition exists,\nthat will, or would reasonably be expected to, result in the disclosure or\ndelivery to any party of any Charts Source Code (as defined below). Schedule\n3.13.8 of the Charts Disclosure Letter identifies each contract, agreement and\ninstrument (whether written or oral) pursuant to which Charts has deposited, or\nis or may be required to deposit, with an escrowholder or any other party, any\nCharts Source Code and further describes whether the execution of this Agreement\nor the consummation of the Merger or any of the other transactions contemplated\nhereby, in and of itself, would reasonably be expected to result in the release\nfrom escrow of any Charts Source Code. As used in this Section 3.13.8, \"CHARTS\nSOURCE CODE\" means, collectively, any software source code, or any material\nportion or aspect of the software source code, or any material proprietary\ninformation or algorithm contained in or relating to any software source code,\nof any Charts IP Rights or any other product marketed by Charts.\n\n                3.13.9  To Charts' knowledge, there is no material unauthorized\nuse, disclosure, infringement or misappropriation of any Charts IP Rights or any\nIntellectual Property Right of Charts by any third party, including any employee\nor former employee of Charts. Charts has not agreed to indemnify any person for\nany infringement of any Intellectual Property of any third party by any product\nor service that has been sold, licensed, leased, supplied, marketed,\ndistributed, or provided by Charts, except as provided in customer licenses\nentered into in the ordinary course of Charts' business.\n\n                3.13.10 To Charts' knowledge, all software developed by Charts\nand licensed by Charts to customers and all other products manufactured, sold,\nlicensed, leased or delivered by Charts to customers and all services provided\nby Charts to customers on or prior to the Closing\n\n\n                                      -26-\n   27\nDate conform in all material respects to applicable contractual commitments,\nexpress and implied warranties, product specifications and product documentation\nand to any representations provided to customers and Charts has no material\nliability (and, Charts is not aware of any facts that would form a basis for any\npresent or future action, suit, proceeding, hearing, investigation, charge,\ncomplaint, claim or demand against Charts giving rise to any liability that\ncould have a Material Adverse Effect on Charts) for replacement or repair\nthereof or other damages in connection therewith in excess of any reserves\ntherefor reflected on the Balance Sheet. During the six (6) month period ended\non March 31, 1999, Charts has not received notice from customers of any service\nclaims with respect to its customer licenses that were materially greater than\nthe amount of the same type of claims experienced for the six (6) month period\nended September 30, 1998. Since the Balance Sheet Date, Charts has not had any\nof its customer licenses terminated prior to their initial term except for\nterminations consistent with its past history and that would not result in a\nreversal of any material amount of revenue recognized by Charts on any of its\nfinancial statements.\n\n                3.13.11 All of the software developed, licensed and\/or marketed\nor distributed by Charts or owned or developed by Charts and utilized in\nconnection with the Charts Website or Charts' business is Year 2000 Compliant\n(as defined below), except for (a) minor display errors that do not materially\naffect the performance of the Charts Website or any services provided to its\ncustomers, and (b) commercially available software used for administrative\nfunctions and not in connection with the Charts Website or customer\nimplementations and data provided by third parties under content provider\nagreements and with respect to such commercially available software and data\ncontent providers Charts has no knowledge that such software or data sources are\nnot Year 2000 Compliant. \"YEAR 2000 COMPLIANT\" means, as applied to software,\nthat: (i) such software will operate and correctly store, represent and process\n(including sort) all dates (including single and multi-century formulas and leap\nyear calculations), such that errors will not occur when the date being used is\nin the Year 2000, or in a year preceding or following the Year 2000; (ii) such\nsoftware has been written and tested to support numeric and date transitions\nfrom the twentieth century to the twenty-first century, and back (including\nwithout limitation all calculations, aging, reporting, printing, displays,\nreversals, disaster and vital records recoveries) without error, corruption or\nimpact to current and\/or future operations; and (iii) such software will\nfunction without error or interruption related to any date information,\nspecifically including errors or interruptions from functions which may involve\ndate information from more than one century.\n\n        3.14    Compliance with Laws.\n\n                3.14.1  Charts has complied, and is in compliance with all\napplicable federal, state, local or foreign laws, ordinances, regulations, and\nrules, and all orders, writs, injunctions, awards, judgments, and decrees\napplicable to it or to its assets, properties, and business (and any regulations\npromulgated thereunder) (collectively, \"APPLICABLE LAW\") except for such\nnoncompliance as would not have a Material Adverse Effect.\n\n                3.14.2  The Charts Website has at all times made all consumer\ndisclosures required by Applicable Law and none of the disclosures made to\nconsumers in the Charts Website have been inaccurate, misleading or deceptive in\nany material respect.\n\n\n                                      -27-\n   28\n                3.14.3  Charts has at all times been in compliance with\nApplicable Laws relating to the privacy of users of the Charts Website in all\nmaterial respects.\n\n                3.14.4  Charts holds all permits, licenses and approvals from,\nand has made all filings with, government (and quasi-governmental) agencies and\nauthorities, that are necessary for Charts to hold in order to own and operate\nthe Charts Website and to conduct its present business without any violation of\nApplicable Law that would adversely affect Charts' ability to own and operate\nthe Charts Website and to conduct its present business in any material respect\n(\"GOVERNMENTAL PERMITS\") and all such Governmental Permits are in full force and\neffect. Charts has not received any notice or other communication from any\nGovernmental Authority (or quasi-governmental authority) regarding (a) any\nactual or possible violation of law or any Governmental Permit or any failure to\ncomply with any term or requirement of any Governmental Permit, or (b) any\nactual or possible revocation, withdrawal, suspension, cancellation, termination\nor modification of any Governmental Permit.\n\n        3.15    Certain Transactions and Agreements. None of the officers,\ndirectors, employees Principal Shareholders or any Charts Shareholder holding in\nexcess of 5% of the outstanding capital stock of Charts which is not a Principal\nShareholder, nor any member of their immediate families, has any direct or\nindirect ownership interest in any firm or corporation that competes with, or\ndoes business with, or has any contractual arrangement with, Charts (except with\nrespect to any interest in less than one percent (1%) of the stock of any\ncorporation whose stock is publicly traded). To Charts' knowledge, none of said\nofficers, directors, employees or shareholders or any member of their immediate\nfamilies, is a party to, or otherwise directly or indirectly interested in, any\ncontract or informal arrangement with Charts, except for normal compensation for\nservices as an officer, director or employee thereof that have been disclosed to\nMarketWatch and except for agreements related to the purchase of the stock of\nCharts by, or the grant of Charts Options to, such persons. To Charts'\nknowledge, none of said officers, directors, employees, shareholders or family\nmembers has any interest in any property, real or personal, tangible or\nintangible (including but not limited to any Charts IP Rights or any other\nIntellectual Property) that is used in, or that pertains to, the business of\nCharts, except for the normal rights of a shareholder.\n\n        3.16    Employees, ERISA and Other Compliance.\n\n                3.16.1  Charts is in compliance in all respects with all\napplicable laws, agreements and contracts relating to employment, employment\npractices, immigration, wages, hours, and terms and conditions of employment,\nincluding, but not limited to, employee compensation matters except for such\nnoncompliance as would not have a Material Adverse Effect on Charts. A list of\nall employees, officers and consultants of Charts and their current title and\/or\njob description and compensation is set forth on Schedule 3.16.1 to the Charts\nDisclosure Letter. Charts does not have any employment contracts or consulting\nagreements or contracts with a professional employer organization or other\nentity which provides employee benefits to individuals that provide services to\nCharts currently in effect that are not terminable at will (other than\nagreements with the sole purpose of providing for the confidentiality of\nproprietary information or assignment of inventions).\n\n\n                                      -28-\n   29\n                3.16.2  Charts (i) is not, nor has ever been, subject to a union\norganizing effort, (ii) is not subject to any collective bargaining agreement\nwith respect to any of its employees, (iii) is not subject to any other\ncontract, written or oral, with any trade or labor union, employees' association\nor similar organization or (iv) has no current labor disputes. Charts has good\nlabor relations, and has no knowledge of any facts indicating that the\nconsummation of the Merger or any of the other transactions contemplated hereby\nwill have a material adverse effect on such labor relations, and has no\nknowledge that any of its key employees intends to leave their employ. To the\nbest of Charts' knowledge, all of the employees of Charts are legally permitted\nto be employed by Charts in the United States of America in their current job\ncapacities.\n\n                3.16.3  Charts has no pension plan which constitutes, or has\nsince the enactment of the Employee Retirement Income Security Act of 1974, as\namended (\"ERISA\") constituted, a \"multiemployer plan\" as defined in Section\n3(37) of ERISA. No pension plan of Charts is subject to Title IV of ERISA.\n\n                3.16.4  (a) Schedule 3.16.4 to the Charts Disclosure Letter\nlists each employment, severance or other similar contract, arrangement or\npolicy, each \"employee benefit plan\" as defined in Section 3(3) of ERISA and\neach plan or arrangement providing for insurance coverage (including any\nself-insured arrangements), workers' benefits, vacation benefits, severance\nbenefits, disability benefits, death benefits, hospitalization benefits,\nretirement benefits, deferred compensation, profit-sharing, bonuses, stock\noptions, stock purchase, phantom stock, stock appreciation or other forms of\nincentive compensation or post-retirement insurance, compensation or benefits\nfor employees, consultants or directors which is entered into, maintained or\ncontributed to by Charts (or are provided to individuals who provide services to\nCharts pursuant to a contract with a professional employer organization or other\nsimilar organization) and covers any current or former service provider or any\ncurrent or former employees of Charts. Such contracts, plans and arrangements as\nare described in this Section 3.16.4 are hereinafter collectively referred to as\n\"CHARTS BENEFIT ARRANGEMENTS.\" Schedule 3.16.4 indicates, with respect to each\nparticular Charts Benefit Arrangement, whether such Charts Benefit Arrangement\nis provided pursuant to a contract with a professional employer organization or\nother similar arrangement. No person who has participated or is participating in\nany Charts Benefit Arrangement will be required to recognize income for U.S.\nfederal tax purposes due to the fact that: (i) such Charts Benefit Arrangement\nwas or is provided pursuant to a contract with a professional employer\norganization or other similar arrangement; or (ii) such Charts Benefit\nArrangement was or is provided by Charts; or (iii) that such person is receiving\nsuch benefit by virtue of being an employee of any business, firm or entity\nother than Charts.\n\n                        (b)     Each Charts Benefit Arrangement has been\nmaintained in compliance in all material respects with its terms and with the\nrequirements prescribed by any and all statutes, orders, rules and regulations\nthat are applicable to such Charts Benefit Arrangement.\n\n                        (c)     Charts has delivered to MarketWatch or its\ncounsel a complete and correct copy and description of each Charts Benefit\nArrangement.\n\n                        (d)     Charts is not obligated by the provisions of\nERISA or the Code to file any annual report (Form 5500) for each Charts Benefit\nArrangement that is an \"employee benefit plan\" as defined under ERISA.\n\n\n                                      -29-\n   30\n                        (e)     Charts has never been a participant in any\n\"prohibited transaction\", within the meaning of Section 406 of ERISA with\nrespect to any employee pension benefit plan (as defined in Section 3(2) of\nERISA) which Charts sponsors as employer or in which Charts participates as an\nemployer, which was not otherwise exempt pursuant to Section 408 of ERISA\n(including any individual exemption granted under Section 408(a) of ERISA), or\nwhich could result in an excise tax under the Code.\n\n                        (f)     All contributions due from Charts with respect\nto any of Charts Benefit Arrangements have been made or have been accrued on\nCharts' financial statements, (including without limitation the Charts Financial\nStatements) and no further contributions will be due or will have accrued\nthereunder as of the Closing Date.\n\n                        (g)     All individuals who, pursuant to the terms of\nany Charts Benefit Arrangement, are entitled to participate in any such Charts\nBenefit Arrangement, are currently participating in such Charts Benefit\nArrangement or have been offered an opportunity to do so.\n\n                3.16.5  There has been no amendment to, written interpretation\nor announcement (whether or not written) by Charts relating to, or change in\nemployee participation or coverage under, any Charts Benefit Arrangement that\nwould increase materially the expense of maintaining such Charts Benefit\nArrangement above the level of the expense incurred in respect thereof for\nCharts' fiscal year ended December 31, 1997. Each Charts Benefit Arrangement may\nbe terminated effective immediately, and any benefits distributed thereunder,\nwithout additional liability for premium or other payments (other than benefit\npayments in the normal course of administration) and without causing\nliquidation, surrender or any other fees or charges to be imposed on the Charts\nBenefit Arrangement, Charts, or any participant or beneficiary of the\nterminating Charts Benefit Arrangement.\n\n                3.16.6  The group health plans (as defined in Section 4980B(g)\nof the Code) that benefit employees of Charts are in compliance, in all material\nrespects, with the continuation coverage requirements of Section 4980B of the\nCode as such requirements affect Charts and its employees. As of the Closing\nDate, there will be no material outstanding, uncorrected violations under the\nConsolidation Omnibus Budget Reconciliation Act of 1985, as amended (\"COBRA\"),\nwith respect to any of Charts Benefit Arrangements, covered employees, or\nqualified beneficiaries that could result in a Material Adverse Effect on\nCharts, or in a Material Adverse Effect on MarketWatch after the Effective Time.\n\n                3.16.7  No benefit payable or which may become payable by Charts\npursuant to any Charts Benefit Arrangement or as a result of or arising under\nthis Agreement or the Agreement of Merger will constitute an \"excess parachute\npayment\" (as defined in Section 280G(b)(1) of the Code) which is subject to the\nimposition of an excise Tax under Section 4999 of the Code or which would not be\ndeductible by reason of Section 280G of the Code. Charts is not a party to any:\n(a) agreement with any officer or other key employee of Charts (i) the benefits\nof which are contingent, or the terms of which are materially altered, upon the\noccurrence of a transaction involving Charts in the nature of the Merger or any\nof the other transactions contemplated by this Agreement, the Agreement of\nMerger or any Charts Ancillary Agreement, (ii) providing any term of employment\nor compensation guarantee, or (iii) providing severance benefits or other\nbenefits after the termination of employment of such employee regardless of the\nreason for such\n\n\n                                      -30-\n   31\ntermination of employment; or (b) agreement or plan, including, without\nlimitation, any stock option plan, stock appreciation rights plan or stock\npurchase plan, any of the benefits of which will be increased, or the vesting of\nbenefits of which will be accelerated, by the occurrence of the Merger or any of\nthe other transactions contemplated by this Agreement, the Certificate of Merger\nor any Charts Ancillary Agreement, or the value of any of the benefits of which\nwill be calculated on the basis of any of the transactions contemplated by this\nAgreement, the Certificate of Merger or any Charts Ancillary Agreement.\n\n                3.16.8  Charts has paid all wages, salaries and other amounts\ndue to any person from Charts and has complied with all applicable minimum wage\nlaws.\n\n        3.17    Corporate Documents. Charts has made available to MarketWatch\nfor examination all documents and information listed in the Charts Disclosure\nLetter or in any schedule thereto or in any other exhibit or schedule called for\nby this Agreement which have been requested by MarketWatch's legal counsel,\nincluding, without limitation, the following: (a) copies of Charts' Articles of\nIncorporation and Bylaws as currently in effect; (b) Charts' Minute Book\ncontaining all records of all proceedings, consents, actions, and meetings of\nCharts' shareholders, board of directors and any committees thereof; (c) Charts'\nstock ledger and journal reflecting all stock issuances and transfers; (d) all\npermits, orders, and consents issued by, and filings by Charts with, any\nregulatory agency with respect to Charts, and all applications for such permits,\norders, and consents; and (e) all the Charts Material Agreements.\n\n        3.18    No Brokers. Charts is not obligated for the payment of any fees\nor expenses of any investment banker, broker, finder or similar party in\nconnection with the origin, negotiation or execution of this Agreement or the\nAgreement of Merger or in connection with the Merger or any other transaction\ncontemplated hereby or thereby.\n\n        3.19    Books and Records.\n\n                3.19.1  The books, records and accounts of Charts (a) are in all\nmaterial respects true and correct, (b) have been maintained in accordance with\nreasonable business practices and customary internal controls procedures on a\nbasis consistent with prior years, and (c) accurately and fairly reflect the\ntransactions and dispositions of the assets of Charts.\n\n                3.19.2  Charts maintains a system of internal accounting\ncontrols sufficient to provide reasonable assurances that: (a) transactions are\nexecuted in accordance with management's general or specific authorization; (b)\ntransactions are recorded as necessary (i) to permit preparation of financial\nstatements in conformity with generally accepted accounting principles or any\nother criteria applicable to such statements, and (ii) to maintain\naccountability for assets; and (c) the amount recorded for assets on the books\nand records of Charts is compared with the existing assets at reasonable\nintervals and appropriate action is taken with respect to any differences.\n\n        3.20    Insurance. Charts has maintained, and now maintains, policies of\ninsurance and bonds of the type and in amounts that are reasonably adequate and\nare customarily carried by persons conducting businesses or owning assets\nsimilar in type and size to those of Charts, including without limitation all\nlegally required workers' compensation insurance and errors and\n\n\n                                      -31-\n   32\nomissions, casualty, fire and general liability insurance. There is no material\nclaim pending under any of such policies or bonds as to which coverage has been\nquestioned, denied or disputed by the underwriters of such policies or bonds.\nAll premiums due and payable under all such policies and bonds have been timely\npaid and Charts are otherwise in compliance in all material respects with the\nterms of such policies and bonds. Charts has no knowledge of any threatened\ntermination of, or material premium increase with respect to, any of such\npolicies. All policies of insurance now held by Charts are set forth in Schedule\n3.20 to Charts Disclosure Letter, together with the name of the insurer under\neach policy, the type of policy, the policy coverage amount and any applicable\ndeductible.\n\n        3.21    Environmental Matters.\n\n                3.21.1  Charts is in compliance in all respects with all\napplicable Environmental Laws (as defined below), which compliance includes the\npossession by Charts of all permits and other governmental authorizations\nrequired under applicable Environmental Laws, and compliance with the terms and\nconditions thereof, except for such noncompliance as would not have a Material\nAdverse Effect on Charts. Charts has not received any written notice or\ncommunication or, to the best of its knowledge, other communication, whether\nfrom a governmental body, citizens' group, employee or otherwise, that alleges\nthat Charts is not in compliance with any Environmental Law, and, to Charts'\nknowledge, there are no circumstances that may prevent or interfere with the\ncompliance by Charts with any current Environmental Law following the Effective\nTime. To Charts' knowledge, no current or prior owner of any property leased or\ncontrolled by Charts has received any notice or other communication (in writing\nor otherwise), whether from a government body, citizens' group, employee or\notherwise, that alleges that such current or prior owner or Charts is not in\ncompliance with any Environmental Law. All governmental authorizations currently\nheld by Charts pursuant to any Environmental Law (if any) are identified in\nSchedule 3.21 of the Charts Disclosure Letter.\n\n                3.21.2  For purposes of this Section 3.21: (i) \"ENVIRONMENTAL\nLAW\" means any federal, state, local or foreign statute, law regulation or other\nlegal requirement relating to pollution or protection of human health or the\nenvironment (including ambient air, surface water, ground water, land surface or\nsubsurface strata), including any law or regulation relating to emissions,\ndischarges, releases or threatened releases of Materials of Environmental\nConcern, or otherwise relating to the manufacture, processing, distribution,\nuse, treatment, storage, disposal, transport or handling of Materials of\nEnvironmental Concern; and (ii) \"MATERIAL OF ENVIRONMENTAL CONCERN\" include\nchemicals, pollutants, contaminants, wastes, toxic substances, petroleum and\npetroleum products and any other substance that is currently regulated by an\nEnvironmental Law or that is otherwise a danger to health, reproduction or the\nenvironment.\n\n        3.22    Voting Agreement; Irrevocable Proxies. The persons and\/or\nentities set forth on Schedule 3.22 to the Charts Disclosure Letter have agreed\nin writing to vote for approval of this Agreement and the Merger (and to vote\nagainst proposals conflicting or inconsistent with this Agreement and the\nMerger) pursuant to voting agreements attached hereto as Exhibits H 1-6 (\"VOTING\nAGREEMENTS\") and pursuant to Irrevocable Proxies in the form attached as Exhibit\nA thereto (\"IRREVOCABLE PROXIES\").\n\n\n                                      -32-\n   33\n        3.23    Vote Required. The affirmative vote of the holders of a majority\nof the shares of Charts Common Stock that are issued and outstanding on the\nRecord Date (as defined below) is the only vote of the holders of any of the\nshares of Charts' capital stock necessary to approve this Agreement, the Merger,\nthe Minnesota Certificate of Merger, the Escrow Agreement, the Charts Ancillary\nAgreements and the other transactions contemplated by this Agreement and the\nCharts Ancillary Agreements. As used in this Section 3.23, the term \"RECORD\nDATE\" means the record date for determining those shareholders of Charts who are\nentitled to vote in the Charts Shareholders' Vote under applicable law and\nCharts' Articles of Incorporation and Bylaws.\n\n        3.24    Board Approval. The Board of Directors of Charts has unanimously\n(i) approved this Agreement, the Certificate of Merger, if any, and the Merger,\n(ii) determined that the Merger is in the best interests of the shareholders of\nCharts and is on terms that are fair to such shareholders and (iii) voted to\nsubmit this Agreement, the Agreement of Merger, the Merger and the transactions\ncontemplated by this Agreement to the vote and approval of Charts' shareholders.\n\n        3.25    No Existing Discussions. Neither Charts nor any director,\nofficer, shareholder, employee or agent of Charts is engaged, directly or\nindirectly, in any discussions or negotiations with any third party relating to\neffecting any Alternative Transaction (as defined in Section 5.10) or in\nviolation of any agreement to which Charts or its assets are bound relating to\nany Alternative Transaction.\n\n        3.26    Not a Broker. Charts is not a \"broker\" (as defined in the\nSecurities Exchange Act of 1934, as amended (the \"1934 ACT\")), and is not, and\nwould not be, required to register as a \"broker\" as a result of its business as\nnow conducted or as proposed to be conducted, and is not otherwise subject to\nregulation under the 1934 Act as a result of its business as now conducted or as\nproposed to be conducted.\n\n        3.27    Disclosure.\n\n                (a)     Neither this Agreement, its exhibits and schedules and\nthe Charts Disclosure Letter, nor any of the certificates or documents to be \ndelivered by Charts to MarketWatch under this Agreement, taken together,\ncontains any untrue statement of a material fact or omits to state any material\nfact necessary in order to make the statements contained herein and therein, in\nlight of the circumstances under which such statements were made, not misleading\nand which omission or misstatement is of a material fact, the existence of which\nwould have a Material Adverse Effect on Charts other than: (a) a change arising\nor resulting, directly or indirectly, from general industry, economic or stock\nmarket conditions; (b) a change that is proximately caused by the public\nannouncement of, and the response or reaction of customers, vendors, licensors,\ninvestors or employees of charts to this Agreement, the Merger or any of the\ntransactions contemplated by this Agreement; or (c) a change arising from an act\nor omission of MarketWatch or Sub.\n\n                (b)     None of the information supplied or to be supplied by or\non behalf of Charts for inclusion in the Information Statement will, as of the\ndate such Information Statement is first sent to the shareholders of Charts,\ncontains any untrue statement of a material fact or omit to state any material\nfact required to be stated therein or necessary in order to make the statements\ntherein, in the light of the circumstances under which they are made, not\nmisleading; provided, that Charts shall not be responsible for any statement,\ninformation or omission relating to MarketWatch or any\n\n\n                                      -33-\n   34\nother information supplied or to be supplied by or on behalf of MarketWatch for\ninclusion in the Information Statement.\n\n                                    ARTICLE 4\n              REPRESENTATIONS AND WARRANTIES OF MARKETWATCH AND SUB\n\n        MarketWatch and Sub hereby represent and warrant to Charts that, except\nas set forth in the letter addressed to Charts from MarketWatch and dated as of\nthe Agreement Date (including all schedules thereto) which has been delivered by\nMarketWatch to Charts concurrently herewith (the \"MARKETWATCH DISCLOSURE\nLETTER\"), each of the following representations, warranties and statements in\nthis Article 4 is true and correct as of the Agreement Date and will be true and\ncorrect on and as of the Closing Date (and for all purposes of this Agreement\n(including without limitation Article 8), the statements contained in the\nMarketWatch Disclosure Letter and its schedules shall also be deemed to be\nrepresentations and warranties made and given by MarketWatch under Article 4 of\nthis Agreement):\n\n        4.1     Organization and Good Standing. MarketWatch is a corporation\nduly organized, validly existing and in good standing under the laws of the\nState of Delaware, and has the corporate power and authority to own, operate and\nlease its properties and to carry on its business as now conducted and as\nproposed to be conducted. Sub is a corporation duly organized, validly existing\nand in good standing under the laws of the State of Minnesota, and has the\ncorporate power and authority to own, operate and lease its properties and to\ncarry on its business. MarketWatch owns all of the issued and outstanding stock\nof Sub.\n\n        4.2     Power, Authorization and Validity.\n\n                4.2.1   Power and Authority. MarketWatch has all requisite\ncorporate power, capacity and authority to enter into, execute, deliver and\nperform its obligations under, this Agreement and all the MarketWatch Ancillary\nAgreements and to issue the shares of MarketWatch Common Stock and MarketWatch\nOptions in the Merger in accordance with this Agreement. The execution, delivery\nand performance of this Agreement and each of the MarketWatch Ancillary\nAgreements by MarketWatch have been duly and validly approved and authorized by\nall necessary corporate action of MarketWatch's Board of Directors in compliance\nwith applicable law (including without limitation the Delaware General\nCorporation Law) and MarketWatch's Certificate of Incorporation and Bylaws, each\nas amended. Sub has all requisite corporate power, capacity and authority to\nexecute, deliver and perform its obligations under, this Agreement and all the\nSub Ancillary Agreements and to consummate the Merger. The execution, delivery\nand performance of this Agreement and each of the Sub Ancillary Agreements by\nSub have been duly and validly approved and authorized by all necessary\ncorporate action of Sub in compliance with applicable law (including without\nlimitation the MBCA) and Sub's Articles of Incorporation and Bylaws, each as\namended.\n\n                4.2.2   No Consents. No consent, approval, order or\nauthorization of, or registration, declaration or filing with, any court,\nadministrative agency, commission or other Governmental Authority or any other\nperson or entity, governmental or otherwise, is necessary or required to be made\nor obtained by MarketWatch or Sub to enable MarketWatch and Sub to lawfully\nexecute and deliver, enter into, and to perform their respective obligations\nunder, this\n\n\n                                      -34-\n   35\nAgreement, the MarketWatch Ancillary Agreements or the Sub Ancillary Agreements,\nrespectively, and for Sub to consummate the Merger, except for: (a) the filing\nof the Articles of Merger with the Minnesota Secretary of State and any such\nfurther documents as may be required under the MBCA to effect the Merger; (b)\nthe filing by MarketWatch with the SEC or any state securities law authorities\nof any notices or filings required in connection with the exemptions from the\nregistration or qualification requirements of the 1933 Act and\/or applicable\nstate securities laws which MarketWatch relies on in issuing shares of\nMarketWatch Common Stock pursuant to this Agreement; (c) the filing by\nMarketWatch of such reports and information with the SEC under the 1934 Act and\nthe rules and regulations promulgated by the SEC thereunder, as may be required\nin connection with this Agreement, the Merger and the other transactions\ncontemplated by this Agreement; (d) the filing by MarketWatch with the SEC of\nthe registration statement to be filed by MarketWatch pursuant to the\nRegistration Rights Agreement; (e) such other filings, if any, as may be\nrequired in order for MarketWatch to comply with applicable federal and state\nsecurities laws; and (f) such other filings as may be required by the Nasdaq\nStock Market with respect to the Merger and the other transactions contemplated\nby this Agreement, and the issuance of the shares of MarketWatch Common Stock\nand the MarketWatch Options to be issued by MarketWatch in the Merger.\n\n                4.2.3   Enforceability. This Agreement and each of the\nMarketWatch Ancillary Agreements are, or when executed by MarketWatch will be,\nvalid and binding obligations of MarketWatch, enforceable against MarketWatch in\naccordance with their respective terms, subject only to the effect of (a)\napplicable bankruptcy and other similar laws affecting the rights of creditors\ngenerally and (b) rules of law and equity governing specific performance,\ninjunctive relief and other equitable remedies. This Agreement and each of the\nSub Ancillary Agreements are, or when executed by Sub will be, valid and binding\nobligations of Sub, enforceable against Sub in accordance with their respective\nterms, subject only to the effect of (a) applicable bankruptcy and other similar\nlaws affecting the rights of creditors generally and (b) rules of law and equity\ngoverning specific performance, injunctive relief and other equitable remedies.\n\n        4.3     Capitalization of MarketWatch.\n\n                4.3.1   Stock. The authorized capital stock of MarketWatch\nconsists entirely of: (i) 30,000,000 shares of Common Stock, $0.01 par value per\nshare and (ii) 5,000,000 shares of Preferred Stock, $0.01 par value, all of\nwhich shares are undesignated. Except as expressly described above in this\nSection 4.3.1, no other shares of any capital stock of MarketWatch are\nauthorized. At the close of business on April 28, 1999, 12,163,916 shares of\nMarketWatch Common Stock were issued and outstanding and as of such date no\nother shares of the capital stock of MarketWatch were issued or outstanding. As\nof the Agreement Date, no shares of MarketWatch Preferred Stock were issued and\noutstanding. As of the Agreement Date, the authorized capital stock of Sub\nconsists of 1,000 shares of Common Stock, $0.00001 par value per share, all of\nwhich shares are validly issued and outstanding, all of which shares have been\nfully paid and non-assessable and are owned by MarketWatch.\n\n                4.3.2   Options. As of April 28, 1999, an aggregate of 1,159,000\nshares of MarketWatch Common Stock were reserved for future issuance pursuant to\nstock options granted by MarketWatch and outstanding on April 28, 1999, and an\nadditional 339,584 shares of MarketWatch Common Stock were reserved and\navailable for the grant of future stock options\n\n\n                                      -35-\n   36\nunder all MarketWatch's stock option or equity incentive plans. Except for the\nabove-mentioned options to purchase shares of MarketWatch Common Stock, and\nexcept as provided in the Stockholders' Agreement among MarketWatch, CBS Inc.\nand Data Broadcasting Corporation, there were no options, warrants, convertible\nsecurities or other securities, calls, commitments, conversion privileges\noutstanding to purchase or otherwise acquire (whether directly or indirectly)\nfrom MarketWatch any shares of MarketWatch's authorized but unissued capital\nstock or any securities convertible into or exchangeable for any shares of\nMarketWatch's capital stock.\n\n        4.4     No Conflict. Neither the negotiation, execution and delivery of\nthis Agreement or any of the MarketWatch Ancillary Agreements or Sub Ancillary\nAgreements by MarketWatch or Sub, nor the performance by MarketWatch or Sub of\ntheir respective obligations under this Agreement or any MarketWatch Ancillary\nAgreement or Sub Ancillary Agreement, respectively, nor the consummation of the\nMerger or any of the transactions contemplated hereby or thereby, has or will\nconflict with, or (with or without notice or lapse of time, or both) result in a\ntermination, breach, impairment or violation of: (i) any provision of the\nCertificate of Incorporation or Bylaws or other charter documents of MarketWatch\nor Sub as currently in effect; (ii) any federal, state, local or foreign\njudgment, writ, decree, order, statute, rule or regulation applicable to\nMarketWatch or Sub or any of their respective assets or properties; or (iii) any\ninstrument, agreement or contract to which MarketWatch or any of its\nsubsidiaries is a party or by which MarketWatch or any of its subsidiaries or\nany of their respective assets or properties are bound that has been filed by\nthe SEC as an exhibit to MarketWatch's annual report on Form 10-K for its fiscal\nyear ended December 31, 1998 (the \"1998 MARKETWATCH 10-K\").\n\n        4.5     Validity of Shares. The shares of MarketWatch Common Stock to be\nissued pursuant to the Merger will, when issued: (a) be duly authorized, validly\nissued, fully paid and non-assessable, and (b) be free and clear of any liens\nand encumbrances created by MarketWatch except for applicable restrictions on\ntransfer imposed by applicable securities laws, including those imposed by\nRegulation D or Section 4(2) of the 1933 Act and Rule 144 promulgated under the\n1933 Act, and under applicable \"blue sky\" state securities laws and under any\nInvestment Representation Letter to be executed pursuant to this Agreement.\n\n        4.6     No Brokers. MarketWatch is not obligated for the payment of any\nfees or expenses of any investment banker, broker, finder or similar party in\nconnection with the origin, negotiation or execution of this Agreement or the\nAgreement of Merger or in connection with any transaction contemplated hereby or\nthereby for which Charts or its shareholders will incur any liability.\n\n        4.7     Litigation. There is no action, claim, suit, arbitration,\nmediation, proceeding, claim or investigation pending against MarketWatch or any\nof its subsidiaries (or to MarketWatch's knowledge, against any officer,\ndirector or employee of MarketWatch or any of its subsidiaries in their capacity\nas such or relating to their employment, services or relationship with\nMarketWatch or such subsidiary) before any court, administrative agency or\narbitrator that, if determined adversely to MarketWatch or such subsidiary (or\nany such officer, director, employee or agent) would have a Material Adverse\nEffect on MarketWatch, or that could prevent, enjoin or materially alter or\ndelay the consummation of the Merger or any other material transaction\ncontemplated by this Agreement, nor, to MarketWatch's knowledge, has any such\naction, suit, proceeding, arbitration, mediation, claim or investigation been\nthreatened.\n\n\n                                      -36-\n   37\n        4.8     Information Statement. None of the information supplied or to be\nsupplied by or on behalf of MarketWatch that relates to MarketWatch for\ninclusion in the Information Statement to be provided to the shareholders of\nCharts in connection with the Charts Shareholders' Vote will, as of the date\nsuch Information Statement is first provided to the shareholders of Charts in\nconnection with the Charts Shareholders' Vote (provided MarketWatch has first\nhad an opportunity to review such Information Statement before it is provided to\nCharts' shareholders), contain any untrue statement of material fact or omit to\nstate any material fact required to be stated therein or necessary in order to\nmake the statements therein, in the light of the circumstances under which they\nare made, not misleading; provided, that MarketWatch shall not be responsible\nfor any statement, information or omission relating to Charts or any other\ninformation supplied or to be supplied by or on behalf of Charts that is\nincluded in the Information Statement\n\n        4.9     SEC Filings. MarketWatch has made available to Charts accurate\nand complete copies of the 1998 MarketWatch 10-K and all reports filed by\nMarketWatch with the SEC under Section 13 or 15(d) of the 1934 Act after the\nMarketWatch 10-K Filing Date and on or before the Agreement Date and any\ndefinitive proxy statement filed by MarketWatch with the SEC after the 10-K\nFiling Date and on or before the Agreement Date (the 1998 MarketWatch 10-K and\nany such reports or definitive proxy statement being collectively hereinafter\nreferred to as the \"MARKETWATCH SEC DOCUMENTS\"). As of the time it was filed\nwith the SEC (or, if amended or superseded by a subsequent filing prior to the\nAgreement Date, then on the date of such subsequent filing), none of the\nMarketWatch SEC Documents contained any untrue statement of a material fact or\nomitted to state a material fact required to be stated therein or necessary in\norder to make the statements therein, in the light of the circumstances under\nwhich they were made, not misleading.\n\n        4.10    No Material Adverse Change. Since the 10-K Filing Date there has\nnot been any Material Adverse Change (as defined in Article 1) in the financial\ncondition, properties, assets, liabilities, business, results of operations,\noperations of MarketWatch and its subsidiaries, taken as a whole (where, for\npurposes of this Section 4.10, the parties agree that a decrease in the market\nprice of MarketWatch Common Stock shall not, of itself, constitute a Material\nAdverse Change of the type described in this Section 4.10). The parties also\nagree that operating losses experienced by MarketWatch shall not of themselves\nconstitute a Material Adverse Change of the type described in this Section 4.10.\n\n                                    ARTICLE 5\n                               COVENANTS OF CHARTS\n\n        During the time period from the Agreement Date until the earlier to\noccur of (i) the Effective Time or (ii) the termination of this Agreement in\naccordance with Article 10, Charts covenants and agrees with MarketWatch as\nfollows:\n\n        5.1     Advice of Changes. Charts will promptly advise MarketWatch in\nwriting (a) of any event occurring subsequent to the Agreement Date of which\nCharts becomes aware that would render any representation or warranty of Charts\ncontained in Article 3 of this Agreement, if made on or as of the date of such\nevent or the Closing Date, untrue or inaccurate in any material respect and (b)\nof any Material Adverse Change of which Charts becomes aware. Charts will\ndeliver to MarketWatch within fifteen (15) days after the end of each monthly\naccounting period ending after\n\n\n                                      -37-\n   38\nthe Agreement Date and before the Closing Date, an unaudited balance sheet and\nstatement of operations, which financial statements will be prepared in the\nordinary course of Charts' business, consistent with its past practices, and in\naccordance with Charts' books and records and generally accepted accounting\nprinciples. Charts will immediately advise MarketWatch if Charts' Total Assets\n(as defined in Section 3.8) equal or exceed (or are at any time likely to equal\nor exceed) Ten Million Dollars ($10,000,000) at any time prior to the earlier to\noccur of (i) the termination of this Agreement in accordance with Article 10 or\n(ii) the Effective Time.\n\n        5.2     Maintenance of Business. Charts will use its commercially\nreasonable best efforts to carry on and preserve its business and its\nrelationships with customers, advertisers, suppliers, employees, users of the\nCharts Website and others with whom Charts has contractual relations in\nsubstantially the same manner as it has prior to the Agreement Date. If Charts\nbecomes aware of a material deterioration in the relationship with any customer,\nsupplier or key employee, it will promptly bring such information to the\nattention of Charts in writing and, if requested by MarketWatch, will exert its\nbest efforts to restore the relationship.\n\n        5.3     Conduct of Business. Charts will continue to conduct its\nbusiness and maintain its business relationships in the ordinary and usual\ncourse. Charts will not, without the prior written consent and approval (which\nmay be given verbally to be promptly followed by written confirmation) of the\nPresident or Chief Financial Officer of MarketWatch:\n\n                (a)     borrow or lend any money, other than reasonable and \nnormal advances to employees for bona fide travel expenses that are incurred in\nthe ordinary course of Charts' business;\n\n                (b)     enter into any material transaction or agreement or take\nany other material action not in the ordinary course of Charts' business;\n\n                (c)     grant any (i) lien or security interest, or (ii) other\nencumbrance on any of its assets (other than liens or security interests granted\nto MarketWatch) other than in the ordinary course of its business and which are\nnot in the aggregate material in amount or effect;\n\n                (d)     sell, transfer or dispose of any of its assets except in\nthe ordinary course of Charts' business;\n\n                (e)     enter into any lease or contract for the purchase or \nsale of any property, whether real or personal, tangible or intangible;\n\n                (f)     pay any bonus, increased salary or special remuneration\nto any officer, director, employee or consultant (except for normal salary\nincreases consistent with Charts' past practices and not to exceed 5% of such\nofficer's, employee's or consultant's base annual compensation, and except\npursuant to existing arrangements previously disclosed to and approved in\nwriting by MarketWatch) or enter into any new employment or consulting agreement\nwith any such person;\n\n                (g)     change any of its accounting methods except to the \nextent required by generally accepted accounting principles or applicable law;\n\n\n                                      -38-\n   39\n                (h)     declare, set aside or pay any cash or stock dividend or\nother distribution in respect of its capital stock, redeem, repurchase or\notherwise acquire any of its capital stock or other securities (except for the\nrepurchase of stock from employees, directors, consultants or contractors of\nCharts in connection with the termination of their services with Charts at the\noriginal purchase price of such stock), pay or distribute any cash or property\nto any shareholder or security holder of Charts or make any other cash payment\nto any shareholder or security holder of Charts that is unusual, extraordinary,\nor not made in the ordinary course of Charts' business;\n\n                (i)     amend or terminate any contract, agreement or license to\nwhich Charts is a party except those amended or terminated in the ordinary\ncourse of Charts' business which are not material in amount or effect and except\nfor such amendments or terminations as are contemplated by this Agreement;\n\n                (j)     guarantee or act as a surety for any obligation of any \nthird party;\n\n                (k)     settle, waive or release any material right or claim \nexcept in the ordinary course of Charts' business;\n\n                (l)     issue, sell, create or authorize any shares of its \ncapital stock of any class or series or any other of its securities, or issue,\ngrant or create any warrants, obligations, subscriptions, options, convertible\nsecurities, or other commitments to issue shares of its capital stock or\nsecurities ultimately exchangeable for, or convertible into, shares of its\ncapital stock; provided, however, that notwithstanding the foregoing, (a) Charts\nmay issue shares of Charts Common Stock issuable upon the exercise of Charts\nOptions that are outstanding on the Agreement Date in accordance with their\nterms as now in effect and (b) Charts may grant initial stock options from\nshares reserved for issuance under the Charts Option Plan as described in\nSection 3.4.2 to newly hired Charts employees under the Charts Option Plan in\nthe ordinary course of Charts' business where such Charts Options have an\nexercise price equal to the fair market value of Charts Common Stock as of the\ndate such Charts Option is granted, and the right to exercise such Charts\nOptions vests on a vesting schedule consistent with past vesting practices,\nexcept that, with respect to such Charts Options granted after the Agreement\nDate, the vesting of such Charts Options shall not accelerate at any time by\nreason of the Merger or this Agreement);\n\n                (m)     subdivide or split or combine or reverse split the \noutstanding shares of its capital stock of any class or series or enter into any\nrecapitalization affecting the number of outstanding shares of its capital stock\nof any class or series or affecting any other of its securities;\n\n                (n)     merge, consolidate or reorganize with, or acquire, or \nenter into any other business combination with, any corporation, partnership,\nlimited liability company or any other entity or enter into any negotiations,\ndiscussions or agreement for such purpose;\n\n                (o)     purchase or otherwise acquire any securities of or make\nany investment in any third party;\n\n                (p)     amend its Articles of Incorporation or Bylaws except as\nexpressly contemplated by this Agreement;\n\n\n                                      -39-\n   40\n                (q)     license any of its technology or Intellectual Property,\nor acquire any Intellectual Property (or any license thereto) from any third\nparty except for any such license obtained in the ordinary course of Charts'\nbusiness;\n\n                (r)     grant any exclusive advertising or sponsorship rights \nwith respect to the Charts website to any person or enter into any other\nagreement with any person or entity purporting to grant exclusive rights;\n\n                (s)     change any insurance coverage in a manner materially \nadverse to Charts or that materially increases the insurance premium payable for\nsuch insurance;\n\n                (t)     agree to any audit assessment by any tax authority or \nfile any federal or state income or franchise tax return unless copies of such\nreturns have first been delivered to MarketWatch for its review a reasonable\ntime prior to filing;\n\n                (u)     modify or change the exercise or conversion rights or\nexercise or purchase prices of any capital stock of Charts, any Charts stock\noptions, warrants or Charts Other Securities, or accelerate or otherwise modify\n(i) the right to exercise any option, warrant or other right to purchase any\ncapital stock or other securities of Charts or (ii) the vesting or release of\nany shares of capital stock or other securities of Charts from any repurchase\noptions or rights of refusal held by Charts or any other party or any other\nrestrictions unless such accelerations\/modifications are expressly required and\nmandated by the terms of a formal written agreement or plan that was entered\ninto prior to March 31, 1999; or\n\n                (v)     agree to do any of the things described in the preceding\nclauses 5.3(a) through 5.3(u).\n\n        5.4     Information for Private Placement Exemptions. Charts shall use\nits diligent efforts to assist MarketWatch in obtaining and verifying the\naccuracy of all information from Charts' security holders deemed reasonably\nnecessary by MarketWatch and its counsel to establish the availability of an\nexemption or exemptions from registration under Section 4(2) of the 1933 Act\nand\/or Regulation D promulgated under the 1933 Act and the exemption from\nqualification under Minnesota Statutes Section 80A.15, subd. 2(h) and exemptions\nfrom the qualification\/registration requirements of applicable state \"blue sky\"\nsecurities laws for the issuance of MarketWatch Common Stock and any other\nMarketWatch securities to Charts security holders in connection with the Merger.\n\n        5.5     Approval of Charts' Shareholders.\n\n                (a)     Charts shall hold the Charts Shareholders' Vote at the \nearliest practicable date to submit this Agreement, the Merger, and any related\nagreements or transactions for the consideration and approval of the\nshareholders of Charts. Such Charts Shareholders' Vote shall be called, held and\nconducted, and any proxies or written consents shall be solicited, in compliance\nwith Charts' Articles of Incorporation and Bylaws, both as amended, and\napplicable law. Charts will not put any proposal up for the vote of its\nshareholders (as part of the Charts Shareholders' Vote or otherwise) other than\nthe proposal to approve this Agreement and the Merger, without obtaining\nMarketWatch's prior written consent to do so, which consent will not be\nunreasonably\n\n\n                                      -40-\n   41\nwithheld, consistent with the provisions, purposes and intent of this Agreement.\nConcurrently with the execution of this Agreement, Charts will cause the persons\nand entities listed on Schedule 3.22 to the Charts Disclosure Letter to execute\nVoting Agreements and Irrevocable Proxies in favor of the Merger.\n\n                (b)     Subject to Section (c) below: (i) the Board of Directors\nof Charts shall unanimously recommend that the Charts' shareholders vote in\nfavor of and adopt and approve this Agreement and approve the Merger at the\nCharts Shareholders' Vote; (ii) the Information Statement shall include a\nstatement to the effect that the Board of Directors of Charts has unanimously\nrecommended that Charts' shareholders vote in favor of and adopt and approve\nthis Agreement and the Merger at the Charts Shareholders' Vote; and (iii)\nneither the Board of Directors of Charts nor any committee thereof shall\nwithdraw, amend or modify, or propose or resolve to withdraw, amend or modify in\na manner adverse to MarketWatch, the unanimous recommendation of the Board of\nDirectors of Charts that the Charts' shareholders vote in favor of and adopt and\napprove this Agreement and the Merger. For purposes of this Agreement, said\nrecommendation of the Board of Directors shall be deemed to have been modified\nin a manner adverse to MarketWatch if said recommendation shall no longer be\nunanimous, provided that, for all purposes of this Agreement, an action by any\nBoard of Directors or committee thereof shall be unanimous if each member of\nsuch Board of Directors or committee has approved such action other than (i) any\nsuch member who has appropriately abstained from voting on such matter because\nof an actual or potential conflict of interest and (ii) any such member who is\nunable to vote in connection with such action as a result of death or\ndisability.\n\n                (c)     Nothing in this Agreement shall prevent the Board of \nDirectors of Charts from withholding, withdrawing, amending or modifying its\nunanimous recommendation in favor of the Merger if (i) a Superior Offer (as\ndefined below) is made to Charts, (ii) Charts shall have provided written notice\nto MarketWatch (a \"NOTICE OF SUPERIOR OFFER\") advising MarketWatch that Charts\nhas received a Superior Offer, specifying the material terms and conditions of\nsuch Superior Offer and identifying the person or entity making such Superior\nOffer, (iii) MarketWatch shall not have, within five (5) business days of\nMarketWatch's receipt of the Notice of Superior Offer, made an offer that the\nCharts Board of Directors by a majority vote determines in its good faith\njudgment (based on the written advice of its financial adviser) to be at least\nas favorable to the Charts' shareholders as such Superior Proposal (it being\nagreed that the Charts' Board of Directors shall convene a meeting to consider\nany such offer by MarketWatch promptly following the receipt thereof), (iv) the\nBoard of Directors of Charts concludes in good faith, after consultation with\nits outside counsel, that, in light of such Superior Offer, the withholding,\nwithdrawal, amendment or modification of such recommendation is required in\norder for the Board of Directors of Charts to comply with its fiduciary\nobligations to the Charts' shareholders under applicable law and (v) Charts\nshall not have violated any of the restrictions set forth in Section 5.10 or\nthis Section 5.5. Charts shall provide MarketWatch with at least three business\ndays prior notice (or such lesser prior notice as provided to the members of\nChart's Board of Directors but in no event less than twenty-four hours) of any\nmeeting of Chart's Board of Directors at which the Charts' Board of Directors is\nreasonably expected to consider any Alternative Transaction (as defined in\nSection 5.10 below). Subject to applicable laws, nothing contained in this\nSection 5.5 shall limit Chart's obligation to hold and convene the Charts\nShareholders' Vote (regardless of whether the unanimous recommendation of the\nBoard of\n\n\n                                      -41-\n   42\n                Directors of Charts shall have been withdrawn, amended or\nmodified). For purposes of this Agreement, \"SUPERIOR OFFER\" shall mean an\nunsolicited, bona fide written offer made by a third party to consummate any of\nthe following transactions: (1) a merger or consolidation involving Charts\npursuant to which the shareholders of Charts immediately preceding such\ntransaction hold less than 40% of the equity interest in the surviving or\nresulting entity of such transaction or (ii) the acquisition by any person or\ngroup (including by way of a tender offer or any exchange offer or a two-step\ntransaction involving a tender offer followed with reasonable promptness by a\ncash-out merger involving Charts), directly or indirectly, of ownership of 100%\nof the then outstanding shares of capital stock of Charts, on terms that the\nBoard of Directors of Charts determines, in its reasonable judgment (based on\nthe written advice of its financial adviser) to be more favorable to the Charts'\nshareholders than the terms of the Merger; provided, however, that any such\noffer shall not be deemed to be a \"Superior Offer\" if any financing required to\nconsummate the transaction contemplated by such offer is not committed and is\nnot likely in the reasonable judgment of the Charts' Board of Directors (based\non the advice of its financial adviser) to be obtained by such third party on a\ntimely basis.\n\n        5.6     Information Statement. Charts will cause the Information\nStatement to be sent to the shareholders of Charts in connection with the Charts\nShareholders' Vote to be delivered to each shareholder of Charts within a\nreasonable time (and at least fourteen (14) calendar days) prior to the taking\nof Charts Shareholders' Vote and in all cases within any time period required by\nCharts' Articles of Incorporation and Bylaws, each as amended, and\/or required\nby applicable law. Charts will be solely responsible for any statement,\ninformation or omission in the Information Statement to be sent to the\nshareholders of Charts in connection with the Charts Shareholders' Vote, and\ninformation supplied or to be supplied by or on behalf of Charts that relates to\nCharts in the Information Statement to be provided to the shareholders of Charts\nin connection with the Charts Shareholders' Vote will, as of the date such\nInformation Statement is first provided to the shareholders of Charts, conform\nto the representation made by Charts in Section 3.26; provided, however, that\nCharts shall not be responsible for (and MarketWatch shall be responsible for)\nany statement, information or omission (including without limitation information\nrelating to MarketWatch) that was expressly supplied by MarketWatch for use in\nthe Information Statement that is contained in the Information Statement, so\nlong as such statement or information is not changed from the form in which it\nwas provided by MarketWatch to Charts for inclusion in the Information Statement\n(unless MarketWatch expressly approves such change in writing in conformity with\nMarketWatch's representation in Section 4.8).\n\n        5.7     Regulatory Approvals. Charts will promptly execute and file, or\njoin in the execution and filing, of any application, notification or any other\ndocument that may be necessary in order to obtain the authorization, approval or\nconsent of any Governmental Authority, whether federal, state, local or foreign,\nwhich may be reasonably required, or which MarketWatch may reasonably request,\nin connection with the consummation of the Merger or any other transactions\ncontemplated by this Agreement or any Charts Ancillary Agreement. Charts will\nuse its best efforts to obtain, and to cooperate with MarketWatch to promptly\nobtain, all such authorizations, approvals and consents.\n\n        5.8     Necessary Consents. Charts will use its commercially reasonable\nbest efforts to promptly obtain such written consents and authorizations of\nthird parties, give notices to third parties and take such other actions as may\nbe necessary in addition to those set forth in the\n\n\n                                      -42-\n   43\nforegoing Sections of this Article 5 in order to effect the consummation of the\nMerger and the other transactions contemplated by this Agreement and to enable\nMarketWatch to carry on Charts' business immediately after the Effective Time.\n\n        5.9     Litigation. Charts will notify MarketWatch in writing promptly\nafter learning of any claim, action, suit, arbitration, mediation, proceeding or\ninvestigation by or before any court, arbitrator or arbitration panel, board or\ngovernmental agency, initiated by or against it, or known by it to be threatened\nagainst Charts or any of their officers, directors, employees or shareholders in\ntheir capacity as such.\n\n        5.10    No Other Negotiations. During the time period commencing on the\nAgreement Date and ending on the earlier to occur of (a) termination of this\nAgreement in accordance with the provisions of Article 10 or (b) the Effective\nTime, Charts will not, and Charts will not authorize, encourage or permit any\nofficer, director, employee, shareholder, affiliate or agent of Charts or any\nsubsidiary of Charts or any other person on Charts' or their behalf to, directly\nor indirectly: (i) solicit, initiate, encourage or induce the making, submission\nor announcement of, any offer or proposal from any party concerning any\nAlternative Transaction (as defined below) or take any other action that could\nreasonably be expected to lead to an Alternative Transaction or a proposal\ntherefor; (ii) consider any inquiry, offer or proposal received from any party\nconcerning any Alternative Transaction; (iii) furnish any information regarding\nCharts to any person or entity in connection with or in response to any inquiry,\noffer or proposal for or regarding any Alternative Transaction; (iv) participate\nin any discussions or negotiations with any person or entity for the purpose of\nconsidering or pursuing any Alternative Transaction; (v) otherwise cooperate\nwith, facilitate or encourage any effort or attempt by any person or entity\n(other than MarketWatch) to effect any Alternative Transaction; or (vi) execute,\nenter into or become bound by any letter of intent, agreement, commitment or\nunderstanding between Charts and any third party that is related to, provides\nfor or concerns any Alternative Transaction, provided, however, that after\nreceipt of an unsolicited, written, bona fide Acquisition Proposal that the\nBoard of Directors of Charts reasonably concludes may constitute a Superior\nOffer, Charts may discuss such Superior Offer the sole purpose of which is to\nelicit clarifications as to the material terms of the Acquisition Proposal so as\nto enable the Board of Directors of Charts to make a determination whether such\nAcquisition Proposal is in fact a Superior Offer (it being agreed that any\ndiscussions with such party shall be limited to the purpose of clarifying the\nmaterial terms of such Acquisition Proposal and neither Charts nor its Board of\nDirectors shall negotiate any terms of such proposal nor solicit or encourage\nany new Acquisition Proposal or any change to the Acquisition Proposal, and it\nbeing further agreed that Charts shall provide MarketWatch with a copy of any\ncorrespondence delivered pursuant to this Section 5.10 at least 24 hours prior\nto sending such correspondence to any third party). Charts will immediately\ncease any and all existing activities, discussions or negotiations with any\nparties conducted heretofore with respect to any Acquisition Proposal. Without\nlimiting the foregoing, it is understood that any violation of the restrictions\nset forth in the preceding two sentences by any officer, director, employee or\nshareholder of Charts or any investment banker, attorney or other advisor or\nrepresentative of Charts shall be deemed to be a breach of this Section 5.10 by\nCharts.\n\n        For purposes of this Agreement, \"ACQUISITION PROPOSAL\" shall mean any\noffer or proposal (other than an offer or proposal by MarketWatch) relating to\nany Alternative Transaction. As used herein, the term \"ALTERNATIVE TRANSACTION\"\nmeans any commitment, agreement or transaction\n\n\n                                      -43-\n   44\ninvolving or providing for (a) the possible disposition of all or any\nsubstantial portion of Charts' business, assets or capital stock, whether by way\nof merger, consolidation, sale of assets, sale of stock, stock exchange, tender\noffer and\/or any other form of business combination or (b) any initial public\noffering of capital stock or other securities of Charts pursuant to a\nregistration statement filed under the 1933 Act.\n\n        In addition to the obligations of the Company set forth in paragraph (a)\nof this Section 5.10, the Company as promptly as practicable shall advise\nMarketWatch orally and in writing of any Acquisition Proposal or any request for\nnon-public information or inquiry which Charts reasonably believes would lead to\nan Acquisition Proposal or to any Acquisition Transaction, the material terms\nand conditions of such Acquisition Proposal, request or inquiry, and the\nidentity of the person or group making any such Acquisition Proposal, request or\ninquiry. Charts will keep MarketWatch informed as promptly as practicable in all\nmaterial respects of the status and details (including material amendments or\nproposed material amendments) of any such Acquisition Proposal, request or\ninquiry.\n\n        5.11    Access to Information. From the Agreement Date until the\nClosing, Charts will allow MarketWatch and its agents access to the files,\nbooks, records, technology, contracts, personnel and offices of Charts,\nincluding, without limitation, any and all information relating to Charts'\ntaxes, commitments, contracts, leases, licenses, and real, personal and\nintangible property and financial condition. Charts will cause its accountants\nto cooperate with MarketWatch and its agents in making available all financial\ninformation reasonably requested by MarketWatch, including without limitation\nthe right to examine all working papers pertaining to all financial statements\nprepared or audited by such accountants.\n\n        5.12    Satisfaction of Conditions Precedent. Charts will use its\ncommercially reasonable best efforts to satisfy or cause to be satisfied all the\nconditions precedent which are set forth in Articles 8 and 9, and Charts will\nuse its diligent efforts to cause the transactions contemplated by this\nAgreement to be consummated in accordance with this Agreement.\n\n        5.13    Blue Sky Laws. Charts will use its best efforts to assist\nMarketWatch to the extent necessary to comply with the securities and \"blue sky\"\nlaws of all jurisdictions which are applicable in connection with the Merger.\n\n        5.14    Charts Dissenting Shares. As promptly as practicable after the\ndate of Charts Shareholders' Vote and prior to the Closing Date, Charts will\nfurnish MarketWatch with the name and address of each holder (or potential\nholder) of any Charts Dissenting Shares (if any) and the number of Charts\nDissenting Shares (or potential Charts Dissenting Shares) owned by each such\nholder.\n\n        5.15    Termination of Registration and Voting Rights. All registration\nrights agreements and voting agreements and proxies applicable to or affecting\nany outstanding shares or other securities of Charts (other than the Voting\nAgreements and the related Irrevocable Proxies referred to in Section 3.22) will\nbe terminated and canceled by no later than immediately prior to the Effective\nTime.\n\n\n                                      -44-\n   45\n        5.16    Termination of Charts Benefit Arrangements. Upon the request of\nMarketWatch, Charts shall terminate any Charts Benefit Arrangements immediately\nprior to the Effective Time as well as any agreements with a professional\nemployer organization or other entity with which Charts contracts that provides\nindividuals who provide services to Charts with employee benefits. In\nparticular, and without limiting the provisions of the preceding sentence,\nCharts hereby agrees to terminate the Charts 401(K) plan effective immediately\nprior to the Effective Time.\n\n        5.17    Exercise of Charts Other Securities. Charts shall use its best\nefforts to cause each and every holder of any Charts Other Security to exercise\nor convert each such Charts Other Security in full in accordance with its terms\nprior to the Effective Time so that no Charts Other Securities are outstanding\nimmediately prior to the Effective Time; provided that Charts will not be\nrequired to incur any material expenditure in order to comply with its\nobligations under this Section.\n\n        5.18    Bank Accounts and Insurance. As soon as practicable after the\nAgreement Date, Charts shall deliver to MarketWatch a true and complete written\nlist of (a) the names and locations of all banks, trusts, companies, savings and\nloan associations and other financial institutions at which Charts maintains\ndeposit account or other accounts of any nature, the names of all persons then\nauthorized to draw on, or make withdrawals from, such accounts and the amount of\nany funds then on deposit therein and the amount of debt, if any, owing thereto\nby the Company; and (b) all insurance policies held by Charts, together with the\nname of the insurer under each policy, the policy coverage amount and next\nrenewal date.\n\n        5.19    Stockholder Approval. Charts shall use its best efforts to have\nthis Agreement approved by such percentage of Charts' outstanding voting\nsecurities as is required by the terms of Section 280G(b)(5)(B) of the Code to\navoid the treatment of any payment or benefit under any contract, agreement or\nother arrangement, including those entered into in connection with this\nAgreement, the Merger and the transactions contemplated hereby, as a parachute\npayment under the federal tax laws, and to cause such stockholder approval to\nhave been obtained in a manner which satisfies all applicable requirements of\nSection 280(G)(b)(5)(B) of the Code and the proposed Treasury Regulations\nthereunder, including (without limitation) Q-7 of Section 1.280G-1 of such\nproposed regulations.\n\n        5.20    Amendments to Employee Stock Option Agreements. Charts will use\nits best efforts to obtain from each holder of a Charts Option a waiver, which\nwaiver shall not require the payment of additional cash or the grant of\nadditional stock options, of any terms providing for the acceleration of the\nvesting or exercisability of such Charts Option in connection with the Merger\n(such provisions are referred to herein as \"ACCELERATION PROVISIONS\").\n\n                                    ARTICLE 6\n                              MARKETWATCH COVENANTS\n\n        During the time period from the Agreement Date until the earlier to\noccur of (i) the Effective Time or (ii) the termination of this Agreement in\naccordance with Article 10, MarketWatch covenants and agrees with Charts as\nfollows:\n\n\n                                      -45-\n   46\n        6.1     Advice of Changes. MarketWatch will promptly advise Charts in\nwriting of any event occurring subsequent to the date of this Agreement that\nwould render any representation or warranty of MarketWatch or Sub contained in\nthis Agreement, if made on or as of the date of such event or the Closing Date,\nto be untrue or inaccurate in any material respect.\n\n        6.2     Regulatory Approvals. MarketWatch will promptly execute and\nfile, or join in the execution and filing, of any application, notification or\nother document that may be necessary in order to obtain the authorization,\napproval or consent of any Governmental Authority, federal, state, local or\nforeign, which may be reasonably required, in connection with the consummation\nof the Merger and the other transactions contemplated by this Agreement and the\nMarketWatch Ancillary Agreements and Sub Ancillary Agreements in accordance with\nthe terms of this Agreement. MarketWatch will use diligent efforts to obtain all\nsuch authorizations, approvals and consents.\n\n        6.3     Necessary Consents. MarketWatch will use its best efforts to\npromptly obtain such written consents and authorizations of third parties, give\nnotices to third parties and take such other actions as may be necessary in\naddition to those set forth in the foregoing Sections of this Article 6 in order\nto effect the consummation of the Merger and the other transactions contemplated\nby this Agreement.\n\n        6.4     Access to Information. At Charts' request, appropriate\nMarketWatch executive officers will meet with Charts executive officers to\nprovide due diligence information to Charts executive officers, subject to the\ncompliance by Charts and such Charts executive officers with MarketWatch's\ninsider trading policies.\n\n        6.5     Satisfaction of Conditions Precedent. MarketWatch will use its\nbest efforts to satisfy or cause to be satisfied all the conditions precedent\nwhich are set forth in Articles 8 and 9, and MarketWatch will use its best\nefforts to cause the transactions contemplated by this Agreement to be\nconsummated in accordance with this Agreement.\n\n        6.6     Advice of Certain Litigation. MarketWatch will notify Charts in\nwriting promptly after learning of any claim, action, suit, arbitration,\nmediation, proceeding or investigation by or before any court, arbitrator or\narbitration panel, board or governmental agency, initiated by or against\nMarketWatch, or known by MarketWatch to be threatened against Charts or any of\ntheir officers, directors, employees or shareholders in their capacity as such,\nif such claim, action, suit arbitration, mediation, proceeding or investigation\n(i) relates to this Agreement or the Merger or (ii) that if determined adversely\nwould reasonably be expected to have a Material Adverse Effect on MarketWatch.\n\n        6.7     Benefit Plans. Provided that Charts terminates any Charts\nBenefit Arrangement and any contract pursuant to which individuals who provide\nservices to Charts are provided employee benefits at MarketWatch's request as\nprovided in Section 5.16, MarketWatch shall provide the same or a comparable\nbenefit or plan to each employee of Charts as is provided by MarketWatch to\nMarketWatch's employees who are similarly situated (it being understood that\nthis Section shall not obligate MarketWatch to grant stock options to purchase\nany particular number of shares of MarketWatch Common Stock or other equity\nsecurities to any employee of Charts). The MarketWatch benefit plans will, to\nthe extent permitted by applicable law, give full\n\n\n                                      -46-\n   47\ncredit for each participant's period of service with Charts prior to the\nEffective Time for all purposes for which past service credit is recognized\nunder MarketWatch's benefit plans as in effect immediately prior to the\nEffective Time.\n\n                                    ARTICLE 7\n                                 CLOSING MATTERS\n\n        7.1     The Closing. Subject to termination of this Agreement as\nprovided in Article 10 below, the closing of the transactions to consummate the\nMerger (the \"CLOSING\") will take place at the offices of Fenwick &amp; West LLP, Two\nPalo Alto Square, Palo Alto, California 94306 at 10:00 a.m., Pacific Standard\nTime on the day on which all conditions to the Closing shall have been satisfied\nor waived, or on such other day as MarketWatch and Charts may mutually agree on\n(the \"CLOSING DATE\"). Concurrently with the Closing, the Agreement of Merger (or\na Certificate of Merger) will be filed with the Delaware Secretary of State, and\nthe Agreement of Merger (and related officers' certificates) will be filed with\nthe Minnesota Secretary of State.\n\n        7.2     Exchange of Certificates.\n\n                7.2.1   At the Closing or as soon thereafter as reasonably\npracticable, each Charts Shareholder will surrender the certificate(s) for such\nshares (each a \"CHARTS CERTIFICATE\"), duly endorsed to MarketWatch for\ncancellation as of the Effective Time together with the agreement and\nacknowledgment contemplated by the second sentence of Section 2.4.2 (the\n\"ACKNOWLEDGMENT\") executed by such holder. Promptly after the Effective Time and\nsubject to the receipt by MarketWatch or its transfer agent of such Charts\nCertificates (or, in the case of a Charts Certificate that is lost or otherwise\nmissing, either or both of the following documents, in the discretion of\nMarketWatch and\/or its transfer agent; (a) a lost certificate insurance bond\ninsuring MarketWatch against loss arising from such lost or missing Charts\nCertificate and\/or (b) a lost certificate indemnity agreement executed by the\nholder of such lost or missing Charts Certificate in favor of MarketWatch and\nits transfer agent, each in form and substance reasonably acceptable to\nMarketWatch and its transfer agent) and the Acknowledgment executed by such\nholder, MarketWatch or its transfer agent will issue to each tendering holder of\na Charts Certificate a certificate for the number of shares of MarketWatch\nCommon Stock (an \"MARKETWATCH CERTIFICATE\") to which such holder is entitled\npursuant to Section 2.1.2 (less the Escrow Shares of such holder that are to be\nwithheld and placed in escrow pursuant to Section 2.4 and the Escrow Agreement)\nand MarketWatch or its transfer agent will pay by check to each tendering holder\ncash in the amounts payable to such holder in accordance with the provisions of\nSections 2.1.2 and 2.1.4. At or about the Closing Date, MarketWatch will deliver\nthe MarketWatch Certificates representing the Escrow Shares to the Escrow Agent\npursuant to the Escrow Agreement. Each Charts Shareholder shall execute and\ndeliver stock power (with medallion signature guarantees if requested by the\nEscrow Agent) for the MarketWatch Certificates escrowed as described above.\n\n                7.2.2   No MarketWatch Certificates for shares of MarketWatch\nCommon Stock issued pursuant to Section 2.1.2 and no cash payable under Section\n2.1.2 or Section 2.1.4, and no dividends or distributions payable to holders of\nrecord of MarketWatch Common Stock after the Effective Time, will be paid to the\nholder of any unsurrendered Charts Certificate unless and until the holder of\nsuch unsurrendered Charts Certificate surrenders such Charts Certificate to\nMarketWatch as provided above (or, in the case of a Charts Certificate that is\nlost or otherwise\n\n\n                                      -47-\n   48\nmissing, either or both of the following documents, in the discretion of\nMarketWatch and\/or its transfer agent; (a) a lost certificate insurance bond\ninsuring MarketWatch against loss arising from such lost or missing Charts\nCertificate and\/or (b) a lost certificate indemnity agreement executed by the\nholder of such lost or missing Charts Certificate in favor of MarketWatch and\nits transfer agent, each in form and substance reasonably acceptable to\nMarketWatch and its transfer agent) together with the Acknowledgment executed by\nthe former Charts shareholder. Subject to the effect, if any, of applicable\nescheat and other laws, following surrender of any Charts Certificate, there\nwill be delivered to the person entitled thereto, without interest, the amount\nof any dividends and distributions theretofor paid with respect to MarketWatch\nCommon Stock so withheld as of any date subsequent to the Effective Time and\nprior to such date of delivery.\n\n                7.2.3   After the Effective Time there will be no further\nregistration of transfers on the stock transfer books of Charts or its transfer\nagent of any shares of capital stock of Charts that were outstanding immediately\nprior to the Effective Time. If, after the Effective Time, Charts Certificates\nare presented for any reason, they will be canceled and exchanged as provided in\nthis Section 7.2.\n\n                7.2.4   Until Charts Certificates representing shares of Charts\nCommon Stock that are outstanding immediately prior to the Effective Time are\nsurrendered pursuant to Section 7.2.1 above, such Charts Certificates will be\ndeemed, for all purposes, to evidence ownership of the number of shares of\nMarketWatch Common Stock and cash consideration into which such shares of Charts\nCommon Stock will have been converted pursuant to Section 2.1.2.\n\n                                    ARTICLE 8\n                       CONDITIONS TO OBLIGATIONS OF CHARTS\n\n         Charts' obligations hereunder are subject to the fulfillment or\nsatisfaction, on and as of the Closing, of each of the following conditions (any\none or more of which may be waived by Charts, but only in a writing signed by\nCharts):\n\n        8.1     Accuracy of Representations and Warranties. The representations\nand warranties of MarketWatch and Sub set forth in Article 4 (as qualified by\nthe MarketWatch Disclosure Letter) or set forth in the MarketWatch Disclosure\nLetter (a) that are qualified as to materiality in Article 4 will be true and\ncorrect and (b) that are not qualified as to materiality in Article 4 shall be\ntrue and correct in all material respects, in each case on and as of the Closing\nwith the same force and effect as if they had been made at the Closing Date\n(except for any such representations or warranties that, by their terms, speak\nonly as of a specific date or dates, in which case such representations and\nwarranties shall be true and correct on and as of such specified date or dates),\nand Charts will have received a certificate to such effect executed by an\nexecutive officer of MarketWatch.\n\n        8.2     Covenants. MarketWatch will have performed and complied in all\nmaterial respects with all of its covenants contained in Article 6 that are to\nbe performed on or before the Closing (to the extent that such covenants require\nperformance by MarketWatch on or before the Closing), and Charts will have\nreceived a certificate to such effect signed by an executive officer of\nMarketWatch.\n\n\n                                      -48-\n   49\n        8.3     Requisite Approvals. The Merger and this Agreement shall have\nbeen duly and validly approved and adopted by Charts' shareholders, in\naccordance with applicable law and Charts' Articles of Incorporation and Bylaws.\nThe principal terms of this Agreement and the issuance of shares of MarketWatch\nCommon Stock in the Merger and the grant of MarketWatch Options upon conversion\nof Charts Options in the Merger will have been duly and validly approved and\nadopted by MarketWatch's Board of Directors in accordance with applicable law\nand MarketWatch's Certificate of Incorporation and Bylaws. The principal terms\nof this Agreement will have been approved and adopted by Sub's Board of\nDirectors and sole stockholder in accordance with applicable law and Sub's\nCertificate of Incorporation and Bylaws.\n\n        8.4     Compliance with Law; No Legal Restraints; No Litigation. No\nlitigation or proceeding will be threatened or pending for the purpose or with\nthe probable effect of enjoining or preventing the consummation of the Merger or\nany of the other material transactions contemplated by this Agreement. There\nwill not be issued or enacted or adopted, or threatened in writing by any\nGovernmental Authority, any order, decree, temporary, preliminary or permanent\ninjunction, legislative enactment, statute, regulation, action or proceeding, or\nany judgment or ruling by any court, arbitrator or Governmental Authority, that,\ndirectly or indirectly, challenges, threatens, prohibits, enjoins, restrains,\nsuspends, delays, conditions or renders illegal or imposes limitations on (or\ninvolves a challenge, threat to, or a prohibition, injunction, restraint,\nsuspension, delay or illegality of, or to impose limitations on) the Merger or\nany other material transaction contemplated by this Agreement.\n\n        8.5     Government Consents. There will have been obtained at or prior\nto the Closing Date such permits or authorizations, and there will have been\ntaken all such other actions by any regulatory authority having jurisdiction\nover the parties and the actions herein proposed to be taken, as may be required\nto lawfully consummate the Merger, including but not limited to requirements\nunder applicable federal and state securities laws.\n\n        8.6     Registration Rights Agreement. MarketWatch shall have executed\nand delivered the Registration Rights Agreement.\n\n        8.7     Escrow Agreement. Charts will have received a copy of the Escrow\nAgreement in the form of Exhibit D executed by MarketWatch and the Escrow Agent.\n\n        8.8     Opinion of MarketWatch's Counsel. Charts will have received from\nFenwick &amp; West LLP, counsel to MarketWatch, an opinion substantially in the form\nof Exhibit I.\n\n                                    ARTICLE 9\n                    CONDITIONS TO OBLIGATIONS OF MARKETWATCH\n\n        The obligations of MarketWatch hereunder are subject to the fulfillment\nor satisfaction on, and as of the Closing, of each of the following conditions\n(any one or more of which may be waived by MarketWatch, but only in a writing\nsigned by MarketWatch):\n\n        9.1     Accuracy of Representations and Warranties. The representations\nand warranties of Charts set forth in Article 3 (as qualified by the Charts\nDisclosure Letter) or set forth in the Charts Disclosure Letter (a) that are\nqualified as to materiality in Article 3 will be true and correct and\n\n\n                                      -49-\n   50\n(b) that are not qualified as to materiality in Article 3 shall be true and\ncorrect in all material respects, in each case on and as of the Closing with the\nsame force and effect as if they had been made at the Closing Date (except for\nany such representations or warranties that, by their terms, speak only as of a\nspecific date or dates, in which case such representations and warranties shall\nbe true and correct on and as of such specified date or dates), and MarketWatch\nwill have received a certificate to such effect executed by an executive officer\nof Charts.\n\n        9.2     Covenants. Charts will have performed and complied in all\nmaterial respects with all of its covenants contained in Article 5 on or before\nthe Closing, and MarketWatch will have received a certificate to such effect\nsigned by Charts' President and Chief Financial Officer.\n\n        9.3     No Material Adverse Change. There will not have been any\nMaterial Adverse Change (as defined in Article 1) in the financial condition,\nproperties, assets, liabilities, business, results of operations or operations\nof Charts and MarketWatch will have received a certificate to such effect signed\nby Charts' President and Chief Financial Officer.\n\n        9.4     No Litigation; No Legal Restraints. No suit, action, litigation\nor proceeding will be threatened or pending: (a) for the purpose, or with the\nprobable effect of, obtaining a Restraining Order, or otherwise restraining,\nenjoining, preventing the consummation of, or challenging, delaying, suspending,\nrendering or declaring illegal, or imposing limitations on, the Merger or any\nmaterial transaction contemplated by this Agreement, the Agreement of Merger,\nany MarketWatch Ancillary Agreement, any Charts Ancillary Agreement, any Sub\nAncillary Agreement; (b) for the purpose, or with the probable effect of,\nchallenging or restraining the right of MarketWatch, Charts or any subsidiary of\nMarketWatch or Charts to own, retain, use or operate any of their products,\nproperties or assets on or after consummation of the Merger or seeking a\ndisposition or divestiture of any such products, properties or assets on or\nafter consummation of the Merger; or (c) which could be reasonably expected to\nhave a Material Adverse Effect on Charts. There will not be issued, outstanding,\nenacted, adopted or in effect any Restraining Order. As used herein, a\n\"RESTRAINING ORDER\" means (a) any temporary, preliminary or permanent injunction\nor restraining order or any other similar order, judgment, ruling, award or\ndecree (including but not limited to any decree of specific performance) of any\ncourt, arbitrator or Governmental Authority or (b) any statute, law or\nregulation enacted or promulgated by any Governmental Authority, that, in either\ncase, restrains, enjoins, prevents the consummation of, or challenges, delays,\nsuspends, or renders or declares illegal, or imposes limitations on (i) the\nMerger or any other material transaction contemplated by this Agreement, any\nMarketWatch Ancillary Agreement, any Charts Ancillary Agreement or any Sub\nAncillary Agreement, or (ii) challenges or restrains the right of MarketWatch,\nCharts or any subsidiary of MarketWatch or Charts to own, retain, use or operate\nany of their products, properties or assets on or after consummation of the\nMerger or seeks a disposition or divestiture of any such products, properties or\nassets on or after consummation of the Merger.\n\n        9.5     Government Consents. There will have been obtained at or prior\nto the Closing Date such permits or authorizations, and there will have been\ntaken all such other actions, as may be required to consummate the Merger by any\ngovernmental or regulatory authority having jurisdiction over the parties and\nthe actions herein proposed to be taken.\n\n\n                                      -50-\n   51\n        9.6     Opinion of Counsel. MarketWatch will have received from Dorsey &amp; Whitney LLP, counsel to Charts, an opinion substantially in the form of Exhibit\nJ.\n\n        9.7     Consents. MarketWatch will have received duly executed copies of\nall material third-party consents, approvals, assignments, waivers,\nauthorizations or other certificates that are in form and substance reasonably\nsatisfactory to MarketWatch and are referenced on Schedule 3.12 to the Charts\nDisclosure Letter.\n\n        9.8     Requisite Approvals. This Agreement, the Merger and Charts\nAncillary Agreements will have been duly and validly approved and adopted, as\nrequired by applicable law and Charts' Articles of Incorporation and Bylaws, by\n(a) Charts' Board of Directors, and (b) a majority of the shares of Charts\nCommon Stock that are issued and outstanding on the Record Date (as defined in\nSection 3.23).\n\n        9.9     Limits on Dissenting Shares. No more than two percent (2%) of\nthe outstanding shares of Charts Common Stock taken together will (a) not have\naffirmatively voted in favor of the Merger and the Agreement and (b) accordingly\nbe eligible to exercise or perfect any statutory appraisal rights of dissenting\nshareholders under applicable law.\n\n        9.10    Escrow Agreement. MarketWatch will have received a copy of the\nEscrow Agreement in the form of Exhibit D executed by the Escrow Agent and the\nRepresentative.\n\n        9.11    Registration Rights Agreement; Investment Representation\nLetters; Exemptions Available. MarketWatch: (a) shall have received an executed\ncounterpart of the Registration Rights Agreement and an Investment\nRepresentation Letter executed by each Charts Shareholder who, immediately prior\nto the Effective Time, owns any shares of Charts Common Stock, as constituted on\nthe Agreement Date (unless all of such Charts Shareholder's shares of Charts\nCommon Stock are Charts Dissenting Shares); (b) shall be reasonably satisfied\nthat there are not more than thirty-five (35) Charts Shareholders (both on the\nRecord Date and as of immediately prior to the Effective Time) who are not\n\"accredited investors\" within the meaning of Regulation D promulgated under the\n1933 Act; or who do not have a \"purchaser representative\" as contemplated by,\nand who meets all the criteria of, Rule 501 of Regulation D promulgated under\nthe 1933 Act and (c) shall be reasonably satisfied that the issuance of shares\nof MarketWatch Common Stock pursuant to Section 2.1.2 above is exempt from the\nregistration requirements of the 1933 Act by virtue of the exemptions provided\nby Section 4(2) of the 1933 Act and\/or Regulation D under the 1933 Act and any\nexemptions from the registration and\/or qualification requirements of applicable\nstate \"blue sky\" securities laws.\n\n        9.12    Resignation of Directors. The directors of Charts in office\nimmediately prior to the Closing Date (other than any such director who is\ndesignated in Section 2.5(g) to be a director of Charts immediately after the\nEffective Time) will have resigned as directors of the Surviving Corporation in\nwriting effective as of the Effective Time.\n\n        9.13    No Charts Other Securities. All Charts Other Securities, if any,\nwill have been validly terminated or exercised in full and thereby converted\ninto shares of Charts Common Stock in accordance with their current terms and\nconditions, so that no Charts Other Securities will be outstanding immediately\nprior to the Effective Time.\n\n\n                                      -51-\n   52\n        9.14    Agreement to Offset. MarketWatch shall have received the written\nagreement of each holder of Charts Common Stock that shall have any outstanding\ndebt or liability to Charts that any amounts payable to such holder hereunder\nmay be reduced by the amount of such debt or liability outstanding at the\nEffective Time (including any interest accrued pursuant to the terms of such\ndebt or liability).\n\n        9.15    Termination of Charts Benefit Arrangements. Pursuant to Section\n5.16, Charts shall have duly and effectively terminated such Charts Benefit\nArrangements as MarketWatch shall have requested Charts to terminate in writing\npursuant to documentation that is reasonably satisfactory in form and substance\nto MarketWatch.\n\n        9.16    Employee Invention Assignments. MarketWatch shall have received\nfrom each current employee of Charts, a fully executed copy of an Employee\nInvention Assignment Agreement in the form of Exhibit K.\n\n        9.17    Share Transfer. Immediately prior to the Effective Time and\nsubsequent to the Charts Shareholder Vote, Ronny Apfel, Sholem Greenbaum and\nHadar Pedhazur shall collectively be the record owners of at least 369,047\nshares of Charts Common Stock, as adjusted for Capital Changes.\n\n                                   ARTICLE 10\n                            TERMINATION OF AGREEMENT\n\n        10.1    Termination by Mutual Consent. This Agreement may be terminated\nat any time prior to the Effective Time by the mutual written agreement of\nMarketWatch and Charts.\n\n        10.2    Unilateral Termination.\n\n                10.2.1  Either MarketWatch or Charts, by giving written notice\nto the other, may terminate this Agreement if a court of competent jurisdiction\nor other Governmental Authority shall have issued a nonappealable final order,\ndecree or ruling or taken any other action, in each case having the effect of\npermanently restraining, enjoining or otherwise prohibiting the Merger.\n\n                10.2.2  Either MarketWatch or Charts, by giving written notice\nto the other, may terminate this Agreement if the Merger shall not have been\nconsummated by midnight Pacific Daylight Time on July 31, 1999; provided,\nhowever, that the right to terminate this Agreement pursuant to this Section\n10.2.2 shall not be available to any party whose failure to perform in any\nmaterial respect any of its obligations or covenants under this Agreement\nresults in the failure of any condition set forth in Article 8 or Article 9 or\nif the failure of such condition results from facts or circumstances that\nconstitute a material breach of a representation or warranty made under this\nAgreement by such party, if the other party has performed in all material\nrespects its obligations under this Agreement and if the representations and\nwarranties of such other party to this Agreement are true and correct in all\nmaterial respects as of the Termination Date.\n\n                10.2.3  Either MarketWatch or Charts may terminate this\nAgreement at any time prior to the Closing if the other has committed (or, in\nthe case of a termination by Charts, Sub has committed) a material breach of (a)\nany of its representations and warranties under Article 3 or Article 4 of this\nAgreement, as applicable; or (b) any of its covenants under Article 5 or Article\n6\n\n\n                                      -52-\n   53\n of this Agreement, as applicable, and has not cured such material breach within\nthirty (30) days after the party seeking to terminate this Agreement has given\nthe other party written notice of the material breach and its intention to\nterminate this Agreement pursuant to this Section 10.2.3 (or, if such thirty\n(30) day cure period would extend past the Termination Date, by the Termination\nDate).\n\n                10.2.4  MarketWatch, by giving written notice to Charts at any\ntime prior to the adoption and approval of this Agreement and the Merger by the\nrequired vote of the Shareholders of Charts, may terminate this Agreement if a\nTriggering Event (as defined below) shall have occurred.\n\n                For the purposes of this Agreement, a \"TRIGGERING EVENT\" shall\nbe deemed to have occurred if: (1) the Board of Directors of Charts or any\ncommittee thereof shall for any reason have withdrawn or shall have amended or\nmodified in a manner adverse to MarketWatch its unanimous recommendation in\nfavor of, the adoption and approval of the Agreement or the approval of the\nMerger; (ii) Charts shall have failed to include in the Information Statement\nthe unanimous recommendation of the Board of Directors of Charts in favor of the\nadoption and approval of the Agreement and the approval of the Merger; (iii) the\nBoard of Directors of Charts fails to reaffirm its unanimous recommendation in\nfavor of the adoption and approval of the Agreement and the approval of the\nMerger within ten (10) days after MarketWatch requests in writing that such\nrecommendation be reaffirmed; or (iv) the Board of Directors of Charts or any\ncommittee thereof shall have approved or recommended any Acquisition Proposals.\n\n        10.3    No Liability for Termination. Termination of this Agreement by a\nparty (the \"TERMINATING Party\") in accordance with the provisions of this\nSection 10 will not give rise to any obligation or liability (a) on the part of\nthe Terminating Party on account of such termination or (b) to any party hereto\nwho has not committed a breach of this Agreement.\n\n        10.4    Survival. The parties' obligations to bear their own fees and\nexpenses with respect to this Agreement as provided in Section 12.7 shall\nsurvive the termination of this Agreement in accordance with the provisions of\nthis Article 10.\n\n        10.5    Termination Fee. If, this Agreement (i) was not terminated\npursuant to Section 10.1 or (ii) was not terminated by MarketWatch pursuant to\nSection 10.2.1 or 10.2.2, and at any time after the Agreement Date until\nSeptember 30, 1999, there is a consolidation or merger of Charts with or into\nany third party, or a sale, conveyance, or other disposition of all or\nsubstantially all of Charts' property or business to a third party, or Charts\neffectuates a transaction or series of transactions in which more than 50% of\nthe voting power of Charts is disposed of, then Charts shall pay to MarketWatch\n(by wire transfer or cashier's check) a nonrefundable fee of five million\ndollars ($5,000,000) within ten (10) days of the effective date of such\nconsolidation, merger, sale, conveyance, disposition or effectuation.\n\n\n                                      -53-\n   54\n                                   ARTICLE 11\n                  SURVIVAL OF REPRESENTATIONS, INDEMNIFICATION\n                       AND REMEDIES, CONTINUING COVENANTS\n\n        11.1    Survival of Representations. All representations, warranties and\ncovenants of Charts contained in this Agreement will remain operative and in\nfull force and effect, regardless of any investigation made by or on behalf of\nMarketWatch, until that date (the \"ESCROW RELEASE DATE\") which is the earlier of\n(i) the termination of this Agreement or (ii) the first (1st) anniversary of the\nEffective Time, whereupon such representations, warranties and covenants will\nexpire; provided, however, that notwithstanding the foregoing, MarketWatch may\nseek recovery of (i) Special Damages (as defined below) at any time prior to the\nexpiration of the applicable statute of limitations for the claim which seeks\nrecovery of such Special Damages and (ii) Damages (as defined below) resulting\nfrom (A) any breach of the representations and warranties in clause (iii) of\nSection 3.13.6 as such representations and warranties relate to the \"BigCharts\"\nname, (B) Charts' failure to have the valid right to exclusively use, possess,\nsell, reproduce, publicly display or license the \"BigCharts\" name, or (C) claims\nthat the \"BigCharts\" name infringes or misappropriates the Intellectual Property\nRight of any other party (\"TRADEMARK DAMAGES\"), which right to seek\nindemnification hereunder will remain operative and in full force and effect\nuntil the second (2nd) anniversary of the Effective Time.\n\n        11.2    Agreement to Indemnify. Subject to the provisions of Sections\n11.3 and 11.4 below, (i) the Charts Shareholders who are not Principal\nShareholders will (solely to the extent of their Escrow Shares for claims made\nunder Section 11.2(a)) and (ii) the Principal Shareholders will, severally and\nnot jointly indemnify and hold harmless MarketWatch and the Surviving\nCorporation and their respective officers, directors, agents, stockholders and\nemployees, and each person, if any, who controls or may control MarketWatch or\nthe Surviving Corporation within the meaning of the 1933 Act or the 1934 Act\n(each hereinafter referred to individually as an \"INDEMNIFIED PERSON\" and\ncollectively as \"INDEMNIFIED PERSONS\"), from and against any and all claims,\ndemands, suits, actions, causes of actions, losses, costs, damages, liabilities\nand expenses including, without limitation, reasonable attorneys' fees, other\nprofessionals' and experts' reasonable fees and court or arbitration costs\n(hereinafter collectively referred to as \"DAMAGES\"), directly or indirectly\nincurred, resulting or and arising out of:\n\n                (a)     any inaccuracy, misrepresentation, breach of, or default\nin, any of the representations, warranties or covenants given or made by Charts,\nVerticality or the Principal Shareholders in this Agreement, in the Charts\nDisclosure Letter, or in any certificate delivered by or on behalf of Charts,\nVerticality or the Principal Shareholders or an officer of Charts pursuant to\nany provision of Article 9 (if such inaccuracy, misrepresentation, breach or\ndefault existed at the Closing Date);\n\n                (b)     any failure of a Principal Shareholder to have good, \nvalid and marketable title to the issued and outstanding shares of Charts Common\nStock held (or asserted to have been held) by such Principal Shareholder, free\nand clear of all liens, claims and encumbrances, or Verticality or a Principal\nShareholder, to have the full right, capacity and authority to vote such\nperson's shares of stock of Charts stock in favor of this Agreement, the Merger\nor any other transaction contemplated by this Agreement; or\n\n\n                                      -54-\n   55\n                (c)     any Trademark Damages.\n\n                Except with respect to claims arising from Special Damages (as\ndefined below) and Trademark Damages, which claims may be raised after the\nEscrow Release Date, any claim of indemnity made by an Indemnified Person under\nthis Section 11.2 must be raised in a writing delivered to the Escrow Agent by\nno later than the Escrow Release Date, and, if raised by such date, such claim\nshall survive the Escrow Release Date until final resolution of such claim. Any\nclaim of indemnity arising from Trademark Damages made by an Indemnified Person\nafter the Escrow Release Date under this Section 11.2 must be raised in a\nwriting delivered to each of the Principal Shareholders no later than the second\n(2nd) anniversary of the Closing Date, and if raised by such date, such claim\nshall survive the second (2nd) anniversary of the Closing Date until final\nresolution of such claim.\n\n                MarketWatch shall indemnify and hold harmless any Principal\nShareholder from and against any Damages arising out of performance of Charts'\nobligations set forth in Section 5.20, provided, however, that MarketWatch shall\nnot be required to indemnify any such person for willful misconduct that\nconstitutes fraud.\n\n                Notwithstanding anything in this Agreement to the contrary, the\nSellers shall not be obligated to indemnify the Indemnified Persons with respect\nto any Damages to the extent of any proceeds received in connection with such\nDamages by any Indemnified Person, and MarketWatch undertakes to use\ncommercially reasonable efforts to pursue claims for insurance under the\npolicies set forth in Schedule 3.20, provided, however, no Indemnified Person\nshall have any obligation to institute proceedings against any insurance\ncarrier.\n\n        11.3    Limitations and Exceptions to Indemnification.\n\n                11.3.1  As used herein, \"SPECIAL DAMAGES\" means Damages\nresulting from (a) any fraudulent conduct occurring prior to the Effective Time\non the part of Charts or any officer, director, employee or agent, or\nshareholder of Charts, (b) any failure of a Principal Shareholder to have good,\nvalid and marketable title to any issued and outstanding shares of Charts Common\nStock held (or asserted to have been held) by such Principal Shareholder, free\nand clear of all liens, claims and encumbrances, or have the full right,\ncapacity and authority to vote such person's shares of Charts Common Stock in\nfavor of this Agreement, the Merger and the other transactions contemplated by\nthis Agreement or (c) any breach of the representations and warranties in\nSections 3.7.\n\n                Nothing contained in Section 11.3.1 or elsewhere in this\nAgreement shall limit or restrict any rights of MarketWatch or any other\nIndemnified Person against (a) any Charts Shareholder or any other person with\nrespect to any fraudulent conduct, act or omission by such Charts Shareholder or\nsuch other person, or (b) any Charts Shareholder, with respect to the failure of\nsuch Charts Shareholder to have good, valid and marketable title to any issued\nand outstanding shares of Charts Common Stock held (or asserted in the Charts\nDisclosure Letter to have been held) by such Charts Shareholder, free and clear\nof all liens, claims and encumbrances, or to have the full right, capacity and\nauthority to vote such person's shares of stock of Charts Common Stock in favor\nof this Agreement, the Merger or any other transaction contemplated by this\nAgreement.\n\n\n                                      -55-\n   56\n                11.3.2  In seeking indemnification from a Charts Shareholder\nwhich is not a Principal Shareholder, the Indemnified Persons will exercise\ntheir remedies solely with respect to the escrow shares and any other assets\ndeposited in escrow pursuant to the Escrow Agreement and no Charts Shareholder\nwho is not a Principal Shareholder will otherwise have any liability to an\nIndemnified Person under Section 11.2(a) of this Agreement. The maximum\nliability for a Principal Shareholder under Section 11 shall be limited to the\nproduct of (A) sum of (i) the number of shares of MarketWatch Common Stock\nreceived by him, her or it in the Merger in exchange for his, her or its\nsecurities of Charts and (ii) the number of shares of MarketWatch Common Stock\nsubject to Charts Options, Charts Warrants or Charts Other Securities held by\nhim, her or it and exchanged or assumed in connection with the Merger times (B)\nthe MarketWatch Per Share Price. In seeking indemnification from a Principal\nShareholder, the Indemnified Persons will exercise their remedies solely with\nrespect to (i) the escrow shares and any other assets deposited in escrow\npursuant to the Escrow Agreement, (2) the Indemnity Shares including any\ndividends, distributions or other payments made with respect to such Indemnity\nShares and\/or (3) the aggregate cash proceeds to such Principal Shareholder\nresulting from the sale of any Indemnity Shares, after taking into account any\ntaxes payable with respect to the sale of such Indemnity Shares (\"INDEMNITY\nPROCEEDS\").\n\n                As used herein, \"INDEMNITY SHARES\" means the number of shares of\nMarketWatch Common Stock received by a Principal Shareholder in the Merger plus\nthe number of shares of MarketWatch Common Stock subject to Charts Options,\nCharts Warrants or Charts Other Securities held by him, her or it and exchanged\nor assumed in connection with the Merger less the Initial Unlocked Shares, as\nadjusted for any Capital Changes. The Indemnity Shares shall not include any\nshares subject to MarketWatch Options held by a Principal Shareholder which\noptions are unvested and subsequently canceled as a result of termination of a\nPrincipal Shareholder's employment pursuant to the terms of such Principal\nShareholder's Employment Agreement and related stock option agreement.\n\n                11.3.3  The indemnification provided for in Section 11.2 shall\nnot apply unless and until the aggregate cumulative Damages for which one or\nmore Indemnified Persons have sought indemnification under this Section,\nexclusive of legal fees, exceeds two hundred fifty thousand dollars ($250,000)\n(the \"BASKET\") and then the indemnification shall extend to the amount of such\ncumulative Damages in excess of one hundred thousand dollars ($100,000).\n\n        11.4    Indemnification Procedures.\n\n                11.4.1  Promptly after MarketWatch becomes aware of the\nexistence of any potential claim by or in respect of a third party (a \"THIRD\nPARTY CLAIM\") for indemnity from the Principal Shareholders or the other Charts\nShareholders (the \"INDEMNITORS\") under Section 11.2, MarketWatch will notify the\nPrincipal Shareholders and, if such notice is delivered during the Escrow\nPeriod, the Representative, of such potential claim in accordance with the\nEscrow Agreement (including in any case copies of any summons, complaint or\nother pleading which may have been served on it and any written claim, demand,\ninvoice, billing or other document evidencing or asserting the same). The\nfailure of MarketWatch to give, or delay by MarketWatch in giving, such notice\nwill not affect any rights or remedies of an Indemnified Person hereunder with\nrespect to indemnification for Damages except to the extent Indemnitors' ability\nto defend the claim is prejudiced thereby.\n\n\n                                      -56-\n   57\n                11.4.2  Any Indemnitor will have the right to defend at its own\ncost the Indemnified Party against the Third Party Claim with counsel of its\nchoice reasonably satisfactory to the Indemnified Person so long as (A) the\nThird Party Claim involves only money damages and does not seek an injunction or\nother equitable relief, (B) settlement of, or an adverse judgment with respect\nto, the Third Party Claim is not, in the good faith judgment of the Indemnified\nPerson, likely to establish a precedential custom or practice adverse to the\ncontinuing business interests of the Indemnified Person, provided, however, that\nin such instance, the Indemnified Persons will not consent to the entry of any\njudgment or enter into any settlement with respect thereto without the prior\nwritten consent of the Principal Shareholders (not to be unreasonably withheld),\nand (C) the Indemnitor conducts the defense of the Third Party Claim actively\nand diligently with counsel conducting such defense that is reasonably\nacceptable to the Indemnified Persons.\n\n                11.4.3  So long as the Indemnitor is conducting the defense of\nthe Third Party Claim in accordance with Section 11.4.2 above, (A) the\nIndemnified Person may retain separate co-counsel at its sole cost and expense\nand participate in the defense of the Third Party Claim, (B) the Indemnified\nPerson will not consent to the entry of any judgment or enter into any\nsettlement with respect to the Third Party Claim without the prior written\nconsent of the Principal Shareholders (not to be withheld unreasonably), and (C)\nthe Indemnitors will not consent to the entry of any judgment or enter into any\nsettlement with respect to the Third Party Claim without the prior written\nconsent of the Indemnified Person (not to be withheld unreasonably).\n\n                11.4.4  In the event any of the conditions in Section 11.4.2\nabove is or becomes unsatisfied, however, the Indemnified Person may defend\nagainst, and consent to the entry of any judgment or enter into any settlement\nwith respect to (subject to the provisions of clause (B) of Section 11.4.2), the\nThird Party Claim in any manner it reasonably may deem appropriate provided,\nhowever, the Indemnified Person shall consult with Principal Shareholders in\nconnection with any such entry of judgment or settlement, and (B) the\nIndemnitors will remain responsible for any Damages the Indemnified Person may\nsuffer resulting from, arising out of, relating to, in the nature of, or caused\nby the Third Party Claim to the fullest extent provided in this Section 11.\n\n        11.5    Notice and Payment of Claims. Any claim for Damages will be\nresolved as follows:\n\n                11.5.1. Uncontested Claims. In the event that, within ten (10)\ncalendar days after the notice containing a statement of the claimed Damages is\nsent to the Principal Shareholders and, if applicable, the Escrow Agent pursuant\nto Section 11.4, and the Principal Shareholders or the Representative do not\ncontest such Damages in writing to MarketWatch and the Escrow Agent, if such\nnotice is delivered during the Escrow Period (an \"UNCONTESTED CLAIM\"), (i) the\nEscrow Agent will immediately instruct MarketWatch's transfer agent to transfer\nto MarketWatch (promptly after any cancellation and reissuance of share\ncertificates for Escrow Shares by MarketWatch's transfer agent that is necessary\nfor transfer agent to effect such transfer) for cancellation and forfeiture that\nnumber of Escrow Shares having a value (determined pursuant to Section 11.5.3)\nequal to the amount of Damages specified in the notice, which canceled Escrow\nShares will be taken from and forfeited by the Charts Shareholders pro rata in\nproportion to their respective percentage interests in the Escrow Shares as set\nforth in an attachment to the Escrow Agreement, (ii) if there no longer remain\nany Escrow Shares, the Principal Shareholders shall surrender to MarketWatch\nthat number of Indemnity Shares having a value (determined pursuant\n\n\n                                      -57-\n   58\nto Section 11.5.3) equal to the equal to such Principal Shareholder's pro rata\nshare of the Damages specified in the notice, subject to the Principal\nShareholders election to pay cash in lieu of forfeiting such Indemnity Shares\nset forth in Section 11.5.3, or (iii) if there no longer remain any Escrow\nShares or Indemnity Shares, an amount of Indemnity Proceeds equal to such\nPrincipal Shareholder's pro rata share of the Damages specified in the notice.\n\n                11.5.2. Contested Claims. In the event that the Principal\nShareholders or, if applicable, the Representative, give MarketWatch and, if\napplicable, Escrow Agent written notice contesting all or any portion of a\nnotice (a \"CONTESTED CLAIM\") within the ten (10) day period specified in Section\n11.5.1 then: (i) such Contested Claim will be resolved prior to the expiration\nof the Escrow Period or as soon thereafter as is possible, by either (A) a\nwritten settlement agreement executed by MarketWatch, the Principal Shareholders\nand, if the notice is delivered prior to the Escrow Release Date, the\nRepresentative or (B) in the absence of such a written settlement agreement, by\nbinding arbitration between MarketWatch, the Principal Shareholders and, if the\nnotice is delivered prior to the Escrow Release Date, the Representative in\naccordance with the terms and provisions of Section 12.1. Any portion of the\nnotice that is not contested will be resolved as an Uncontested Claim in\naccordance with Section 11.5.1.\n\n                11.5.3. Determination of Payment. Any amount of Damages incurred\nby the Indemnified Persons and owed to the Indemnified Persons on account of a\nclaim for Damages, determined pursuant to the foregoing provisions of this\nSection 11.5, will be payable to the Indemnified Persons (i) first, out of the\nEscrow Shares (or the cash proceeds thereof) then held by Escrow Agent, and the\nforfeited Escrow Shares will be taken from and forfeited by the Charts\nShareholders pro rata in proportion to their respective percentage interests in\nthe Escrow Shares (or cash proceeds thereof) as set forth on an attachment to\nthe Escrow Agreement and (ii) second, out of the Indemnity Shares and any\nIndemnity Proceeds; provided that in lieu of forfeiture of such Escrow Shares or\nIndemnity Shares, a Charts Shareholder or Principal Shareholder may elect to pay\ncash to the Indemnified Persons or, if applicable, the Escrow Agent, in an\namount equal to the value of the Indemnity Shares or, if applicable, the Escrow\nShares, which would have been forfeited on account of such claim for Damages.\nFor purposes of determining the number of Indemnity Shares shall be reduced, or\nif applicable, Escrow Shares to be distributed to a Charts Shareholder paying\ncash in satisfaction of claims for Damages hereunder, such shares shall be\ndeemed to have a per share value equal to the MarketWatch Closing Price Per\nShare. Other than with respect to valuation of Indemnity Shares or, if\napplicable, Escrow Shares, to be distributed to a Charts Shareholder on account\nof cash payments described above, for purposes of this Agreement, Indemnity\nShares, or if applicable, Escrow Shares, will be deemed to have a per share\nvalue equal to the greater of (i) the MarketWatch Closing Price Per Share, or\n(ii) the MarketWatch Subsequent Price Per Share, as adjusted to reflect any\nCapital Change (the \"SETTLEMENT PRICE\"). The number of Indemnity Shares or, if\napplicable, Escrow Shares, to be forfeited by Charts Shareholders and\ntransferred to MarketWatch in satisfaction of a claim for Damages will be the\namount of such Damages divided by the Settlement Price.\n\n\n                                      -58-\n   59\n                                   ARTICLE 12\n                                  MISCELLANEOUS\n\n        12.1    Governing Law; Dispute Resolution. The internal laws of the\nState of Delaware (irrespective of its choice of law principles) will govern the\nvalidity of this Agreement, the construction of its terms, and the\ninterpretation and enforcement of the rights and duties of the parties hereto.\nAny dispute hereunder (\"DISPUTE\") shall be settled by arbitration in San\nFrancisco County, California, and, except as herein specifically stated, in\naccordance with the commercial arbitration rules of the American Arbitration\nAssociation (\"AAA RULES\") then in effect. However, in all events, these\narbitration provisions shall govern over any conflicting rules which may now or\nhereafter be contained in the AAA Rules. Any judgment upon the award rendered by\nthe arbitrator may be entered in any court having jurisdiction over the subject\nmatter thereof. The arbitrator shall have the authority to grant any equitable\nand legal remedies that would be available in any judicial proceeding instituted\nto resolve a Dispute.\n\n                12.1.1  Compensation of Arbitrator. Any such arbitration will be\nconducted before a single arbitrator who will be compensated for his or her\nservices at a rate to be determined by the parties or by the American\nArbitration Association, but based upon reasonable hourly or daily consulting\nrates for the arbitrator in the event the parties are not able to agree upon his\nor her rate of compensation.\n\n                12.1.2  Selection of Arbitrator. The American Arbitration\nAssociation will have the authority to select an arbitrator from a list of\narbitrators who are lawyers familiar with Delaware contract law; provided,\nhowever, that such lawyers cannot work for a firm then performing services for\neither party, that each party will have the opportunity to make such reasonable\nobjection to any of the arbitrators listed as such party may wish and that the\nAmerican Arbitration Association will select the arbitrator from the list of\narbitrators as to whom neither party makes any such objection. In the event that\nthe foregoing procedure is not followed, each party will choose one person from\nthe list of arbitrators provided by the American Arbitration Association\n(provided that such person does not have a conflict of interest), and the two\npersons so selected will select from the list provided by the American\nArbitration Association the person who will act as the arbitrator.\n\n                12.1.3  Payment of Costs. MarketWatch and the Charts\nShareholders will bear the expense of deposits and advances required by the\narbitrator in equal proportions, but either party may advance such amounts,\nsubject to recovery as an addition or offset to any award. The arbitrator will\naward to the prevailing party, as determined by the arbitrator, all costs, fees\nand expenses related to the arbitration, including reasonable fees and expenses\nof attorneys, accountants and other professionals incurred by the prevailing\nparty.\n\n                12.1.4  Burden of Proof. For any Dispute submitted to\narbitration, the burden of proof will be as it would be if the claim were\nlitigated in a judicial proceeding.\n\n                12.1.5  Award. Upon the conclusion of any arbitration\nproceedings hereunder, the arbitrator will render findings of fact and\nconclusions of law and a written opinion setting forth the basis and reasons for\nany decision reached and will deliver such documents to each party to this\nAgreement along with a signed copy of the award.\n\n\n                                      -59-\n   60\n                12.1.6  Terms of Arbitration. The arbitrator chosen in\naccordance with these provisions will not have the power to alter, amend or\notherwise affect the terms of these arbitration provisions or the provisions of\nthis Agreement.\n\n                12.1.7  Exclusive Remedy. Except as specifically otherwise\nprovided in this Agreement, arbitration will be the sole and exclusive remedy of\nthe parties for any Dispute arising out of this Agreement.\n\n        12.2    Assignment; Binding Upon Successors and Assigns. Neither party\nhereto may assign any of its rights or obligations hereunder without the prior\nwritten consent of the other party hereto. This Agreement will be binding upon\nand inure to the benefit of the parties hereto and their respective successors\nand permitted assigns.\n\n        12.3    Severability. If any provision of this Agreement, or the\napplication thereof, will for any reason and to any extent be invalid or\nunenforceable, then the remainder of this Agreement and the application of such\nprovision to other persons or circumstances will be interpreted so as reasonably\nto effect the intent of the parties hereto. The parties further agree to replace\nsuch void or unenforceable provision of this Agreement with a valid and\nenforceable provision that will achieve, to the extent possible, the economic,\nbusiness and other purposes of the void or unenforceable provision.\n\n        12.4    Counterparts. This Agreement may be executed in any number of\ncounterparts, each of which will be an original as regards any party whose\nsignature appears thereon and all of which together will constitute one and the\nsame instrument. This Agreement will become binding when one or more\ncounterparts hereof, individually or taken together, will bear the signatures of\nall parties reflected hereon as signatories.\n\n        12.5    Other Remedies. Except as otherwise provided herein, any and all\nremedies herein expressly conferred upon a party hereunder will be deemed\ncumulative with and not exclusive of any other remedy conferred hereby or by law\non such party, and the exercise of any one remedy will not preclude the exercise\nof any other.\n\n        12.6    Amendment and Waivers. Any term or provision of this Agreement\nmay be amended only by the written consent of MarketWatch, Charts and the\nPrincipal Shareholders. The observance of any term of this Agreement may be\nwaived (either generally or in a particular instance and either retroactively or\nprospectively) only by a writing signed by the party to be bound by such waiver.\nThe waiver by a party of any breach hereof or default in the performance hereof\nwill not be deemed to constitute a waiver of any other default or any succeeding\nbreach or default. This Agreement may be amended by the parties hereto as\nprovided in this Section at any time before or after approval of this Agreement\nby the shareholders of Charts, but, after such approval, no amendment will be\nmade which by applicable law requires the further approval of the shareholders\nof Charts without obtaining such further approval. At any time prior to the\nEffective Time, each of Charts and MarketWatch, by action taken by its Board of\nDirectors, may, to the extent legally allowed, (i) extend the time for the\nperformance of any of the obligations or other acts of the other; (ii) waive any\ninaccuracies in the representations and warranties made to it contained herein\nor in any document delivered pursuant hereto; and (iii) waive compliance with\nany of the agreements or conditions for its benefit contained herein. No such\nwaiver or extension\n\n\n                                      -60-\n   61\nwill be effective unless signed in writing by the party against whom such waiver\nor extension is asserted. The failure of any party to enforce any of the\nprovisions hereof will not be construed to be a waiver of the right of such\nparty thereafter to enforce such provisions.\n\n        12.7    Expenses. Each party will bear its respective legal, auditors'\nand investment bankers' and financial advisors' fees and other expenses incurred\nwith respect to this Agreement, the Merger and the transactions contemplated\nhereby.\n\n        12.8    Attorneys' Fees. Should suit be brought to enforce or interpret\nany part of this Agreement, the prevailing party will be entitled to recover, as\nan element of the costs of suit and not as damages, reasonable attorneys' fees\nto be fixed by the court (including without limitation, costs, expenses and fees\non any appeal). The prevailing party will be entitled to recover its costs of\nsuit, regardless of whether such suit proceeds to final judgment.\n\n        12.9    Notices. All notices and other communications required or\npermitted under this Agreement will be in writing and will be either hand\ndelivered in person, sent by telecopier, sent by certified or registered first\nclass mail, postage pre-paid, or sent by nationally recognized express courier\nservice. Such notices and other communications will be effective upon receipt if\nhand delivered or sent by telecopier, five (5) days after mailing if sent by\nmail, and one (l) day after dispatch if sent by express courier, to the\nfollowing addresses, or such other addresses as any party may notify the other\nparties in accordance with this Section:\n\n                If to MarketWatch:\n\n                        MarketWatch.com, Inc.\n                        825 Battery Street\n                        San Francisco, CA  94111\n                        Attention:  J. Peter Bardwick, Chief Financial Officer\n                        Fax Number:  (415) 392-7053\n\n                with a copy to:\n\n                        Fenwick &amp; West, LLP\n                        Two Palo Alto Square, Suite 800\n                        Palo Alto, CA  94306\n                        Attention:  Jeffrey R. Vetter, Esq.\n\n                If to Charts:\n\n                        BigCharts, Inc.\n                        123 North 3rd Street, Suite 300\n                        Minneapolis, MN  55401\n                        Attention:  Philip D. Hotchkiss\n                        Fax Number:  (612) 338-0069\n\n\n                                      -61-\n   62\n                with a copy to:\n\n                        Dorsey &amp; Whitney, LLP\n                        220 South 6th Street\n                        Minneapolis, MN 55402\n                        Attention: Kenneth Cutler, Esq.\n                        Fax Number:  (612) 340-8738\n\n                if to the Principal Shareholders:\n\n                At the address and facsimile number indicated on the signature\npage of this Agreement\n\n\nor to such other address as a party may have furnished to the other parties in\nwriting pursuant to this Section 12.9.\n\n        12.10   Construction of Agreement. This Agreement has been negotiated by\nthe respective parties hereto and their attorneys and the language hereof will\nnot be construed for or against either party. A reference to a Section or an\nexhibit will mean a Section in, or exhibit to, this Agreement unless otherwise\nexplicitly set forth. The titles and headings herein are for reference purposes\nonly and will not in any manner limit the construction of this Agreement which\nwill be considered as a whole.\n\n        12.11   No Partnership. Nothing contained in this Agreement will be\ndeemed or construed as creating a joint venture or partnership between any of\nthe parties hereto. No party is by virtue of this Agreement authorized as an\nagent, employee or legal representative of any other party. No party will have\nthe power to control the activities and operations of any other and their status\nis, and at all times will continue to be, that of independent contractors with\nrespect to each other. No party will have any power or authority to bind or\ncommit any other party. No party will hold itself out as having any authority or\nrelationship in contravention of this Section.\n\n        12.12   Further Assurances. Each party agrees to cooperate fully with\nthe other parties and to execute such further instruments, documents and\nagreements and to give such further written assurances as may be reasonably\nrequested by any other party to evidence and reflect the transactions described\nherein and contemplated hereby and to carry into effect the intents and purposes\nof this Agreement.\n\n        12.13   Absence of Third Party Beneficiary Rights. No provisions of this\nAgreement are intended, nor will be interpreted, to provide or create any third\nparty beneficiary rights or any other rights of any kind in any client,\ncustomer, affiliate, shareholder, partner or any party hereto or any other\nperson or entity unless specifically provided otherwise herein, and, except as\nso provided, all provisions hereof will be personal solely between the parties\nto this Agreement.\n\n        12.14   Public Announcement. Upon execution of this Agreement,\nMarketWatch and Charts will issue a press release approved by both parties\nannouncing the Merger. Thereafter, MarketWatch may issue such press releases,\nprovided that MarketWatch will provide BigCharts\n\n\n                                      -62-\n   63\nwith a reasonable opportunity to review any such press release, and make such\nother disclosures regarding the Merger, as it determines are required under\napplicable securities laws or regulatory rules. Prior to the publication of such\ninitial and mutually agreed press release, neither party will make any public\nannouncement relating to this Agreement or the transactions contemplated hereby\n(except as may be required by law) and Charts will use its reasonable efforts to\nprevent any trading in MarketWatch Common Stock by its officers, directors,\nemployees, shareholders and agents. Neither MarketWatch nor Charts will make any\ndisclosures regarding this Agreement or the Merger that would jeopardize\nMarketWatch's ability to timely and lawfully issue the shares of MarketWatch\nCommon Stock in the Merger pursuant to the exemptions described in Section 2.6.\n\n        12.15   Confidentiality. Charts and MarketWatch each recognize that they\nhave received and will receive confidential information concerning the other\nduring the course of the Merger negotiations and preparations. Accordingly,\nCharts and MarketWatch each agree (a) to use its respective best efforts to\nprevent the unauthorized disclosure of any confidential information concerning\nthe other that was or is disclosed during the course of such negotiations and\npreparations, and is clearly designated in writing as confidential at the time\nof disclosure, and (b) to not make use of or permit to be used any such\nconfidential information other than for the purpose of effectuating the Merger\nand related transactions. The obligations of this section will not apply to\ninformation that (i) is or becomes part of the public domain, (ii) is disclosed\nby the disclosing party to third parties without restrictions on disclosure,\n(iii) is received by the receiving party from a third party without breach of a\nnondisclosure obligation to the other party or (iv) is required to be disclosed\nby law. If this Agreement is terminated, all copies of documents containing\nconfidential information shall be returned by the receiving party to the\ndisclosing party.\n\n        12.16   Entire Agreement. This Agreement and the exhibits hereto\nconstitute the entire understanding and agreement of the parties hereto with\nrespect to the subject matter hereof and supersede all prior and contemporaneous\nagreements or understandings, inducements or conditions, express or implied,\nwritten or oral, between the parties with respect hereto. The express terms\nhereof control and supersede any course of performance or usage of the trade\ninconsistent with any of the terms hereof.\n\n                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]\n\n\n                                      -63-\n   64\n        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date first above written.\n\nMARKETWATCH.COM, INC.                  BIGCHARTS, INC.\n\n\nBy:  \/s\/ Larry S. Kramer               By:  \/s\/ Philip D. Hotchkiss\n     -------------------------------        ---------------------------------\nTitle:  Larry S. Kramer, CEO           Title: Philip D. Hotchkiss, President\n                                              and CEO\n\n\nBIG DOG ACQUISITION CORP.              PRINCIPAL SHAREHOLDERS\n\n\nBy:  \/s\/ J. Peter Bardwick             \/s\/ Philip D. Hotchkiss\n     -------------------------------   --------------------------------------\nTitle: J. Peter Bardwick, President    Philip D. Hotchkiss\n\n                                       Address:\n\n                                       5589 Hyland Courts Drive\n                                       --------------------------------------\n                                       Street\n\n                                       Bloomington, MN 55437\n                                       --------------------------------------\n                                       City, State and Zip Code\n\n                                       Facsimile: (612) 338-0069\n                                                 ----------------------------\n\n\n\n\n            [SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION]\n\n\n   65\n        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date first above written.\n\n\n\n                                       PRINCIPAL SHAREHOLDERS\n\n\n\n                                       \/s\/ Jamie J. Thingelstad\n                                       -------------------------------------\n                                       Jamie J. Thingelstad\n\n                                       Address:\n                                    \n                                       110 W. Grant Street, #21J\n                                       --------------------------------------\n                                       Street\n              \n                                       Minneapolis, MN 55403\n                                       --------------------------------------\n                                       City, State and Zip Code\n\n                                       Facsimile: (612) 338-0069\n                                                 ----------------------------\n\n\n\n\n            [SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION]\n\n\n   66\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date first above written.\n\n\n\n                                       PRINCIPAL SHAREHOLDERS\n\n\n\n                                       \/s\/ Scott L. Kinney\n                                       --------------------------------------\n                                       Scott L. Kinney\n\n                                       Address:\n\n                                       3585 Elrene Road\n                                       --------------------------------------\n                                       Street\n\n                                       Eagan, MN 55123\n                                       --------------------------------------\n                                       City, State and Zip Code\n\n                                       Facsimile: (651) 686-4654\n                                                 ----------------------------\n\n\n\n\n            [SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION]\n\n\n   67\n        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date first above written.\n\n\n\n                                       PRINCIPAL SHAREHOLDERS\n\n\n\n                                       \/s\/ David C. Malmberg\n                                       --------------------------------------\n                                       David C. Malmberg\n\n                                       Address:\n\n                                       10902 Mt. Curve Road\n                                       --------------------------------------\n                                       Street\n\n                                       Eden Prairie, MN 55347\n                                       --------------------------------------\n                                       City, State and Zip Code\n\n                                       Facsimile: (612) 942-0283\n                                                 ----------------------------\n\n\n\n\n            [SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION]\n\n\n   68\n        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date first above written.\n\n\n\n\n\n                                       VERTICALITY BIGCHARTS INVESTMENT, LLC\n\n                                       By: \/s\/ Ronny Apfel\n                                           ----------------------------------\n                                           Ronny Apfel\n\n                                       Title: Managing Member\n                                             --------------------------------\n\n                                       Address:\n                        \n                                       525 Washington Blvd., Suite 2401\n                                       --------------------------------------\n                                       Street\n\n                                       Jersey City, NJ 07310 \n                                       --------------------------------------\n                                       City, State and Zip Code\n\n                                       Facsimile: (201) 222-0011\n                                                 ----------------------------\n\n\n\n\n            [SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION]\n\n\n   69\n        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date first above written.\n\n\n\n                                  PRINCIPAL SHAREHOLDERS\n\n                                  WYNCREST CAPITAL, INC.\n\n                                  \/s\/ David C. Malmberg\n                                  --------------------------------------------\n                                  David C. Malmberg\n\n                                  Title: President\n                                        --------------------------------------\n\n                                  Address:\n\n                                  801 Nicollet Mall, Midwest Plaza, Suite 1860\n                                  --------------------------------------------\n                                  Street\n\n                                  Minneapolis, MN 55402\n                                  --------------------------------------------\n                                  City, State and Zip Code\n\n                                  Facsimile: (612) 338-7332\n                                            ----------------------------------\n\n\n\n\n            [SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION]\n\n\n   70\n        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date first above written.\n\n\n\n                                       PRINCIPAL SHAREHOLDERS\n\n\n\n                                       \/s\/ Ronny Apfel\n                                       --------------------------------------\n                                       Ronny Apfel\n\n                                       Address:\n\n                                       525 Washington Blvd., Suite 2401 \n                                       --------------------------------------\n                                       Street\n\n                                       Jersey City, NJ 07310\n                                       --------------------------------------\n                                       City, State and Zip Code\n\n                                       Facsimile: (201) 222-0011\n                                                 ----------------------------\n\n\n\n\n            [SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION]\n\n\n   71\n        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date first above written.\n\n\n\n                                       PRINCIPAL SHAREHOLDERS\n\n\n\n                                       \/s\/ Sholem Greenbaum\n                                       --------------------------------------\n                                       Sholem Greenbaum\n\n                                       Address:\n              \n                                       1175 Park Avenue\n                                       --------------------------------------\n                                       Street\n\n                                       New York, NY 10128\n                                       --------------------------------------\n                                       City, State and Zip Code\n\n                                       Facsimile: (212) 722-0919\n                                                 ----------------------------\n\n\n\n\n            [SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION]\n\n\n   72\n        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date first above written.\n\n\n\n                                       PRINCIPAL SHAREHOLDERS\n\n\n\n                                       \/s\/ Hadar Pedhazur\n                                       --------------------------------------\n                                       Hadar Pedhazur\n\n                                       Address:\n\n                                       29 Country Club Lane S. \n                                       --------------------------------------\n                                       Street\n\n                                       Briar Cliff Manor, NY 10510\n                                       --------------------------------------\n                                       City, State and Zip Code\n\n                                       Facsimile: (914) 923-0812\n                                                 ----------------------------\n\n\n\n\n            [SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION]\n\n\n   73\n                                LIST OF EXHIBITS\n\n\nExhibit A                  Articles of Merger\nExhibits B 1-3             Employment Agreements\nExhibits C 1-3             Noncompetition Agreements\nExhibit D                  Escrow Agreement\nExhibit E                  Investment Representation Letter\nExhibit F                  Purchaser Questionnaire\nExhibit G                  Registration Rights Agreement\nExhibits H 1-6             Voting Agreements\nExhibit I                  Form of Opinion of Counsel to MarketWatch\nExhibit J                  Form of Opinion of Counsel to BigCharts\nExhibit K                  Form of Employee Invention Assignment Agreement\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8132],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9626],"class_list":["post-43193","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-marketwatchcom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43193","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43193"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43193"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43193"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43193"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}